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HomeMy WebLinkAbout2008 CON Day Wireless - 800 MHZ Radio System Plaza BonitaAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND DAY WIRELESS THIS AGREEMENT is entered into this 26th day of August, 2008, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Day Wireless, a technical equipment repair and installation company (the "CONTRAC- TOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide a one time installation service for the City's 800 Mhz radio communication system at a new location in Plaza Bonita Mall. WHEREAS, the CITY has determined that the CONTRACTOR is a and is 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 hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services to install on a one time basis new equipment for the City of National City 800 Mhz radio communications equipment at Plaza Bonita Mall. The CONTRACTOR shall be responsible for installation 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 SUPERVISION. Dave Noteware hereby is designated as the Project Coordinator for the CITY 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 CONTRA- CTOR. Joe Carrillo thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be $12,742.65 covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work shall not exceed $12,742.65 (the Base amount) without prior written authorization from the Chief of Police. 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) years 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. LENGTH OF AGREEMENT. Completion date is no later than October 31 st, 2008. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to 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. 2 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 SUPERVISION. Dave Noteware hereby is designated as the Project Coordinator for the CITY 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 CONTRA- CTOR. Joe Carrillo thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be $12,742.65 covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work shall not exceed $12,742.65 (the Base amount) without prior written authorization from the Chief of Police. 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) years 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. LENGTH OF AGREEMENT. Completion date is no later than August 31 st, 2008. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CITY and CONTRACTOR thereby expressly waives and disclaims, any copyright in, and the right to 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. 2 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. 7. 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 employee 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, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement 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 CONTRACTOR 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 CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. 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 expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are 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 contractors and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 3 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES, PERMITS, 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 CONTRACTOR to practice its profession. 11. 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 CONTRACTOR 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, 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. 4 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR 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, or medical condition. Such action shall include but not be limited to the following: employment, 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. 13. 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, through 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. 14. INDEMNIFICATION AND HOLD HARMLESS. 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 property, injuries to, or death of any person or persons, and all claims, demands, suits, 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 negligent performance of this Agreement. 5 15. 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 nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered 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. 16. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following 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"). C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence and $2,000,000 in the aggregate, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONTRACTOR's employees, with limits sufficient to satisfy statutory requirements. In addition, the policy shall be endorsed with a waiver of subrogation as to the CITY. 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. Said policies, except for the professional liability and worker's compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and additional insured endorsements shall be provided. G. 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 Agree- ment. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agree- ment. 6 I. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. 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 full 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. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 17. 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 attomey's fees incurred in the prosecution or defense of the 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. 18. MEDIATION/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 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 upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. 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. 7 19. 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 CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. 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 CONTRACTOR'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; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. 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 receipt requested; or sent by ordinary mail, postage 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 To the CITY: To the CONTRACTOR: Chief of Police City of National City 1243 National City Boulevard National City, CA 91950-4301 Day Wireless Systems 8300 Juniper Creek Lane STE 100 San Diego, Ca. 92126 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 communication 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. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR 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 represents 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. ❑ 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 CONTRACTOR 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 21 by the CONTRACTOR. 9 22. 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. Entire Agreement. This Agreement supersedes any prior agree- ments, 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 shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. 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 as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party'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 10 the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY DAY WIRELESS (Corporation - signatures of two corporate officers) (Partnership - one signature) (Sole proprietorship - one signature) By: Chris Zapata, City Manager (Name) APPROVED AS T Douce ORM: istant City Attorney Updated 2007 (Title) By: (Name) (Title) 11 the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morn • n, Mayor APPRO D AS TO FORM: Jodi L. Doucette, Sr. Assistant City Att• ney Updated 2007 U.S. DAY Wobile Wireless Communications, Inc. dba (Corporation - signatures of two corporate officers) (Partnership - one signature) (Sole proprietorship - one signature) By: (Name) G-ordo IA . a r (Title) BY: l� (Name) 7 k C.:, I be r C.Vt. 0 . (Title) ACORD CERTIFICATE OF LIABILITY INSURANCE Di2i2ooe " PRODUCER (503) 241-9221 FAX: (503) 542-0621 Durham and Bates Agencies Inc g 720 SW Washington Suite 250 Portland OR 97205-3554 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED - US Mobile Wireless Communications, Inc. DBA: Day Wireless Systems 4700 SE International Way Milwaukie OR 97222 INSURER A: OneBeacon America Ins. Co INSURER B: Navigators Insurance INSURERC- INSURER D. INSURER E COVERAGES THE POLICIES REQUIREMENT, THE INSURANCE AGGREGATE OF INSURANCE LISTED BELOW TERM OR CONDITION OF ANY AFFORDED BY THE POL LIMITS SHOWN MAY HAVE BEEN HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTVNTHSTANDING ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, CIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. REDUCED BY PAID CLAIMS. MISR LTR A I%I SRD TYPE OF INSURANCE POLICY NUMBER POLICY DAE (MMMIFDDDIYY)) DATE (MIN DDIYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 7/1/2008 7/1/2009 EACH OCCURRENCE S 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) 1, 000 000 S , X CLAIMS MADE X OCCUR 7110099180001 MED EXP (Any one person) $ 10,000 X $1MM Umbrella PERSONAL 8 ADV INJURY S 1,000,000 GENERAL AGGREGATE S 2,000,000 GEM_ ` AGGREGATE LIMIT AP�PLIIjES PER POLICY �JJERC Ii ILOC PRODUCTS - COMP/OP AGG $ 2,000,000 A X AUTOMOBILE X LIABILITY ANY AUTO ALL OWNED AUTOS 7110099180001 7/1/2008 7/1/2009 COMBINED SINGLE LIMIT (Ea accident) S i,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) S GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG S B EXCESS/UMBRELLA X I OCCUR LIABILITY S C CLAIMS MADE SF08EXC161165NV 7/1/2006 7/1/2009 EACH OCCURRENCE S 8,000,000 AGGREGATE $ 8,000,000 S S $ A TI WORKERS COMPENSAONAND EMPLOYERS' LIABILITY ANY PROPRIETORJPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below 7110099180001 WASHINGTON STOP GAP EMPLOYERS LIABILITY 7/1/2008 7/1/2009 yy� g TORYLIMIT�I S x OER E L EACH ACCIDENT S 500,000 E.L. DISEASE- EA EMPLOYEES 500, 000 E.L. DISEASE- POUCY LIMIT S 500,000 A OTHER GARAGEKEEPERS 7110099180001 7/1/2008 7/1/2009 COMPREHENSIVE & COLLISION LIMIT $250 , 000 DEDUCTIBLE $ 500 DESCRIPTION OF OPERATONSILOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS RE: INSTALLATION OF THE BDA'S AT WESTFIELD PLAZA BONITA MALL. CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED FOR GENERAL LIABILTIY PER FORM VCG205 02 05 AND AUTOMOBILE LIABILITYLY PER FORM VCA201 02 05 ATTACHED, SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS. *EXCEPT 10 DAYS NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM. CERTIFICATE HOLDER CANCELLATION (619)336-4525 gorcutt@nationalcityca.gov CITY OF NATIONAL CITY Chief of Police 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE __--- Joanna Brown/MJK (:�-- ACORD 25 (2001/08) INS025 (0108) 08a © ACORD CORPORATION 1988 Page 1 at 2 "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Subparagraphs 4. or 6.; or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally un- dertakes to make in the usual course of business, in connection with the distribution or sale of the prod- ucts. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured - Broad Form Vendors 2. Additional Insured — by Contract, Agreement or Permit relating to: o Work performed by you o Premises you own, rent, lease or occupy o Equipment you lease 3. Aggregate Limit Per Location 4. Blanket Waiver of Subrogation 5. Bodily Injury Redefined- Mental Anguish 6. Broadened Named Insured 7. Broadened Property Damage o Borrowed Equipment o Customers' Goods o Use of Elevators 8. Broadened Property Damage Rented Premises 9. Coverage Territory — Worldwide 10. Duties in Event of Occurrence, Claim or Suit 11. Expected or Intended Injury (PD) 12. Incidental Medical Malpractice 13. Medical Payments 14. Mobile Equipment Redefined 15. Newly Acquired or Formed Organizations 16. Non -Owned Aircraft 17. Non -Owned Watercraft 18. Personal and Advertising Injury 19. Product Recall Expense 20. Supplementary Payments Increased Limits 1. ADDITIONAL INSURED - BROAD FORM VENDORS Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor) with whom you agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: a. This provision 1. does not apply to: (1) (5) (7) VCG 205 02 05 Includes copyrighted material of Insurance Services Office, Inc. copyright2004, nnilnn�III Ilnlll!Illlnnniln lnni'�II( @@@@@@@@@@@@@@@@@@@@@ Page 1 of 7 (9) Any person or organization if the "products -completed operations hazard" is excluded either by the pro- visions of the Coverage Form or by endorsement. b. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 2. ADDITIONAL INSURED — CONTRACT, AGREEMENT OR PERMIT a. Section II - Who Is An Insured is amended to include as an additional insured any person(s) or organiza- tion(s) with whom you agreed in a written contract, written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of "your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or 2. In the maintenance, operation or use of equipment leased to you by such person(s) or organization(s), or 3. In connection with premises you own, rent, lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract, agreement or permit. b. The insurance provided to the additional insured herein is limited. This insurance does not apply: 1. Unless (a) the written contract, agreement or permit is currently in effect or becomes effective during the term of this policy; and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property dam- age", or "personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured - Broad Form Ven- dors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising in- jury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease expires; or (b) Owners or other interests from whom land has been leased; or (c) Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the man- ager or lessor. 6. To "bodily injury, or "property damage" occurring after: (a) All work on the project (other than service, maintenance or repairs) to be performed by or on be- half of the additional insured at the site of the covered operations has been completed; or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in per- forming operations for a principal as part of the same project. c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy, whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; Page 2 of 7 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, nininnnninniinnnninn+ininni1nnI VCG 205 02 05 2. Claims made or "suits" brought; or 3. Persons or organizations making claims or bringing "suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Decla- rations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations" owned by or rented or leased to you. b. Under Section V — Definitions, the following definition is added: "Location" means premises involving the same or connecting lots, or premises whose connection is in- terrupted only by a street, roadway, waterway or right-of-way of a railroad. 4. BLANKET WAIVER OF SUBROGATION Section IV - Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products -completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury" or "property damage", that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED — MENTAL ANGUISH Under Section V the definition of "bodily injury" is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section II - Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE — BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for "property damage" liability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. 2. The exclusions for (a) Property loaned to you; (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored , repaired or replaced because "your work" was incorrectly performed on it do not apply to "property damage" to "customers' goods" while on your premises nor do they apply to "property damage" arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers' Goods" is $25,000 per "occurrence". b. Under Section V — Definitions, the following definition is added: "Customers' Goods" means goods of your customer on your premises for the purpose of being: 1. Repaired; or 2. Used in your manufacturing process. c. The insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or VCO 205 02 05 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004 I�IlllIIII!Illll�lll�llllllllllillll!!llllllll�lll Page 3 of 7 on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COM- MERCIAL GENERAL LIABILITY CONDITIONS. 8. BROADENED PROPERTY DAMAGE — RENTED PREMISES a. In the Damage To Property exclusion under Section I Coverage A, the exclusion for "property damage" to: Property you own, rent or occupy; does not apply to real property you rent or temporarily occupy with permission of the owner. b. In Section III — Limits Of Insurance, the Damage To Premises Rented To You Limit is amended as follows: Subject to the Each Occurrence Limit, $500,000 is the most we will pay under Coverage A for damages because of "property damage" to any one premises while rented to you or occupied by you with permission of the owner. If any amount other than $500,000 is shown in the Declarations as the Damage To Premises Rented To You Limit, the amount shown in the Declarations will replace $500,000 as the Limit of Insurance provided for this coverage. c. The insurance afforded by this Provision 8. is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 9. COVERAGE TERRITORY — WORLDWIDE The definition of "coverage territory" is replaced by the following: "Coverage territory" means anywhere. However, the insured's responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 10. DUTIES IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Section IV — Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs: a. The requirements that you must 1. notify us of an "occurrence" offense, claim or "suit" and 2. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer of the corporation or insurance manager, if you are a corporation; or 4. A manager, if you are a limited liability company. b. The requirement that you must notify us as soon as practicable of an "occurrence" or an offense that may result in a claim does not apply if you report an "occurrence" to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers compensa- tion claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condi- tion. 11. EXPECTED OR INTENDED INJURY (PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. 12. INCIDENTAL MEDICAL MALPRACTICE — EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section II — Who Is An Insured the paragraph that excludes an employee or volunteer worker as in- sured for "bodily injury" or "personal and advertising injury" arising out of his or her providing or failing to provide professional health care services does not apply to a physician, dentist, nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. Page 4 of 7 Includes copyrighted material of Insurance Services Office, Inc. VCG 205 02 05 Coovrioht2004,innnnni nnnn nnni nnni i!nnnnn b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 13. MEDICAL PAYMENTS - INCREASED LIMITS AND TIME PERIOD a. In the Insuring Agreement under Coverage C Medical Payments, the requirement that expenses are in- curred and reported to us within one year of the date of the accident is changed to three years. b. The Medical Expense Limit is $10,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. c. This provision 13. does not apply if Coverage C - Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. 14. MOBILE EQUIPMENT — SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the "mobile equipment" definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently attached equipment will be considered "mobile equipment': a. Snow removal; b. Road maintenance, but not construction or resurfacing; or c. Street cleaning. 15. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Under Section II - Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 16. NON -OWNED AIRCRAFT a. The Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is: 1. Hired, chartered or loaned with a paid crew; and 2. Not owned by any insured. b. The insurance afforded by this provision 16. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is pri- mary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Ex- cess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 17. NON -OWNED WATERCRAFT a. Section II - Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who, with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: 1. "Bodily injury" to a co -"employee" of the person operating the watercraft; or 2. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the em- ployer of any person who is an insured under this provision. b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Prop- erty Damage Liability, the limitation on the length of a watercraft is increased to 51 feet. c. The insurance afforded by this provision 17. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is pri- mary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Ex- cess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 18. PERSONAL AND ADVERTISING INJURY The following is added to the definition of "personal and advertising injury": Discrimination because of race, color, creed, national origin, age, sex or physical disability, where insurance therefore is not prohibited by law, but only if such discrimination is: VCG 205 02 05 Includes copyrighted material of Irisu'ance Services Office, Inc. Page 5 of 7 copyright2004 n�nnnnnnnnnnniinnnnrnn�nrrrrrn a. not done intentionally by or at the direction of: (1) the insured; or (2) any executive officer, director, stockholder, partner or member of the insured staff; and b. not directly or indirectly related to the employment, prospective employment or termination of employment of any person or persons by any insured. The insurance afforded under this provision does not apply to fines or penalties, or that portion of any award or judgment caused by trebling or multiplication of actual damages under state or federal law. This provision does not apply if Coverage B — Personal and Advertising Injury Liability is otherwise excluded either by the provisions of this Coverage Form or by any endorsement. 19. PRODUCT RECALL EXPENSE a. With respect to this Provision 19., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. b. The following is added to Section III - Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls" initiated; or (c) Number of "your products" recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all "product recall expenses" incurred for all "covered recalls" initiated during the policy period. 3. Subject to 2. above, the Each Product Recall Limit is the most we will reimburse you for the sum of all "product recall expenses" arising out of any one "covered recall" for the same defect or deficiency. Products Recall Schedule Limits of Insurance Product Recall Aggregate $50,000 Limit Each Product Recall Limit $25,000 The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Decla- rations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of de- termining the Limits of Insurance. c. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV - Conditions: You must see to it that the following are done in the event of an actual or anticipated "covered recall" that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. In- clude a description of "your product" and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect "your product" that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request. We will supply you with the necessary forms; and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. Page 6 of 7 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004, 111 111 !III 1 1111 11111111111' I' I ! 1111 I1111' 111111I 1 VCG 205 02 05 d. The following definitions are added to the Definitions Section: 1. "Covered recall" means a recall made necessary because the insured or a government body has deter- mined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in or will result in "bodily injury" or "property damage". 2. "Product Recall Expense" means: (a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling "your product": For communications, including radio or television announcements or printed advertisements including stationery, envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) For remuneration paid to your regular "employees" for necessary overtime; (4) For hiring additional persons, other than your regular "employees"; (5) Incurred by "employees", including transportation and accommodations; (6) To rent additional warehouse or storage space; or (7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury" or "property damage" as a result of such disposal, but "product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. (b) "Product Recall Expense" does not include any expenses resulting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of fitness, quality, durability or performance; (3) Loss of customer approval, or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substi- tutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; and (7) Recall of "your products" that have no known or suspected defect solely because a known or sus- pected defect in another of "your products" has been found 20. SUPPLEMENTARY PAYMENTS - INCREASED UMITS In the SUPPLEMENTARY PAYMENTS - Coverages A and B provision: a. The limit for the cost of bail bonds is amended to $2,500; and b. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. (1) VCG2050205 Includes copyrighted material of Insurance SeMces Office, Inc. Page 7 of 7 Copyright2004,'nnnnnn�� nlilnnnnnnn�n �nnnnn THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR AUTOMOBILE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured By Contract 2. Airbag Discharge 3. Auto Theft Reward 4. Blanket Waiver of Subrogation 5. Bodily Injury Redefined — Mental Anguish 6. Broad Form Named Insured 7. Communications Equipment 8. Drive Other Car — Executive Officers 9. Duties In The Event of Accident, Claim, Suit or Loss 10. Employees As Insureds 11. Extra Expense — Broadened Coverage 12. Fellow Employee Exclusion 13. Glass Repair — Waiver of Deductible 14. Hired Auto Physical Damage Coverage 15. Hired Auto — Worldwide Coverage Territory 16. Lease Gap Coverage 17. Liability Coverage — Supplementary Payments 18. Newly Formed or Acquired Organizations 19. Physical Damage — Transportation Expenses 20. Towing — Any Auto 1. ADDITIONAL INSURED BY CONTRACT The Who Is An Insured provision under SECTION II — LIABILITY COVERAGE is amended to include as Ian additional insured any person or organization with whom you agreed in a written contract, written agreement or permit, to provide insurance such as is afforded under this Coverage Form. Such person or organization is an insured only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part by your maintenance, operation or use of your covered "autos". With respect to the insurance afforded to these additional insureds, this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit has been issued prior to the "bodily injury" or "property damage"; b. To any person or organization included as an insured by endorsement or in the Declarations, or c. To any, lessor of "autos" when their contract or agreement with you for such leased "auto" ends. 2. AIRBAG DISCHARGE If you purchased physical damage coverage for a covered "auto" under this policy, we will pay to reset or re- place an airbag that accidentally discharges without the vehicle being involved in an accident. No deductible applies to this additional coverage. However, this coverage only applies if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the airbag to discharge. 3. AUTO THEFT REWARD We will pay up to a $2,000 reward in the event of a covered loss, for information leading to the arrest and con- viction of anyone stealing a covered "auto". A reward will not be paid to you, a family member, employee or any public official while performing their duty. 4. BLANKET WAIVER OF SUBROGATION The Transfer Of Rights Of Recovery Against Others To Us condition under SECTION IV — LOSS CONDI- TIONS is replaced by the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of the operation of a covered "auto" when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", provided the contract is in writing and executed prior to the "bodily injury" or "property damage". 5. BODILY INJURY REDEFINED — MENTAL ANGUISH The definition of "bodily injury" under SECTION V — DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. VCA 201 02 05 Includes copyrighted material of Insurance Services Office, Inc. Page 1 of 4 Copyright2004, IIIII!II!II!!IIIIII� 1lllli !!11!I!I�I�II�I I!1�11 @@@@@@@@@@@@@@@@@@@@@ 6. BROAD FORM NAMED INSURED a. The Who Is An Insured provision under SECTION II — LIABIUTY COVERAGE is amended to include the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Form will be a Named Insured until the 180th day or the end of the policy period whichever comes first, provided there is no other similar insurance avail- able to that organization. b. Paragraph a. of this provision 6. does not apply to "bodily injury" or "property damage" for which an "insured" is also an insured under any other automobile policy or would be an insured under such a policy, but for its termination or the exhaustion of its limit of insurance. 7. COMMUNICATIONS EQUIPMENT a. The exclusion for electronic equipment under Exclusions of SECTION III — PHYSICAL DAMAGE COVERAGE does not apply to loss of any permanently installed, non -removable communications equipment designed for use as a: 1. Citizen's band radio; 2. Two-way mobile radio or telephone; 3. Scanning monitor receiver, or 4. GPS Navigation System including its antenna and other accessories. b. No Deductible applies to this additional coverage. c. The most we will pay for this coverage is $2,000 per occurrence. 8. DRIVE OTHER CAR — EXECUTIVE OFFICERS a. The Who Is An Insured provision under SECTION II — LIABILITY COVERAGE is amended to include: If you are designated in the Declarations as: 1. An individual; you and your spouse. 2. A partnership; your partners and their spouses. 3. An organization other than an individual or a partnership; you "executive officers" and their spouses. b. SECTION II — LIABIUTY COVERAGE and SECTION III — PHYSICAL DAMAGE COVERAGE are extended to include "autos" you don't own, hire, lease or borrow while in the care, custody or control of an insured listed in 8.a. This does not include any "auto": 1. Owned by any insured listed in 8.a., or any member of their household, including any such "auto" that is owned but not insured; 2. Used by an insured listed in 8.a. while working in the business of selling servicing, repairing or parking autos; or, 3. Insured under another policy of insurance. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are covered on this policy, then insureds listed in 8.a. above and family members residing in the same households are "insureds" while: 1. Occupying as a passenger, or 2. A pedestrian when struck by any auto you do not own, hire, lease or borrow, except any auto owned by that insured listed in 8.a, their family members or an auto insured under any other policy. c. The limits and deductibles applicable to this provision will be the largest applicable to any owned "auto" for the specific insurance. d. The following definition is added to SECTION V — DEFINITIONS of the policy: "Executive officer" means a person holding any of the officer positions created by your charter, constitu- tion, by-laws or any similar governing document. e. The Other Insurance Condition, under SECTION IV — BUSINESS AUTO CONDITIONS, does not apply to the provisions of this Drive Other Car endorsement. There is no "other insurance" applicable to this en- dorsement. Page 2of4 Includes copyrighted material of Insurance Services Office, Inc. VCA 201 02 06 Copyright 2004, !nnnnnnnnnnnu!!nnnnnnnn!nnn i 9. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Under SECTION IV — BUSINESS AUTO CONDITIONS — the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is amended as follows: The requirements that you must a. notify us of an "accident" claim, "suit" or "loss" and b. send us documents concerning a claim or "suit" apply only when such "accident" claim, "suit" or "loss" is known to: a. You, if you are an individual; b. A partner, if you are a partnership; c. An executive officer of the corporation or insurance manager, if you are a corporation; or d. A manager, if you are a limited liability company. 10. EMPLOYEES AS INSUREDS The Who Is An Insured provision under SECTION II — LIABILITY COVERAGE is changed by adding the following: Any employee of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. This coverage is excess over any other collectible insurance. 11. EXTRA EXPENSE — BROADENED COVERAGE Under Paragraph A. of SECTION III — PHYSICAL DAMAGE COVERAGE, the following Coverage is added: We will pay for the expense of returning a stolen covered "auto" to you subject to Paragraph C. Limit Of Insurance. 12. FELLOW EMPLOYEE EXCLUSION The Fellow Employee exclusion under SECTION II — LIABILITY COVERAGE does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire. This coverage is excess over any other in- surance. 13. GLASS REPAIR — WAIVER OF DEDUCTIBLE Under Paragraph D. Deductible — of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 14. HIRED AUTO — PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" under SECTION II — LIABILITY COVERAGE and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this policy for any "auto" you own, then SECTION III — PHYSICAL DAMAGE COVERAGE is extended to "autos" you hire, subject to the fol- lowing limit: The most we will pay for "loss" to any hired "auto" is the lesser of: a. $50,000, b. The actual cash value, or c. The cost of repairing or replacing it with other property of like kind or quality. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if the following conditions are met: a. it results from an accident, b. you are legally liable, and c. the lessor incurs an actual financial loss. The most we will pay for this loss of use coverage is $1,000 per "accident". VCA 201 02 05 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 4 Copyright 2004, n n n nnnnn nnnn nnn n11111 ! nn nn II 15. HIRED AUTO — WORLDWIDE COVERAGE TERRITORY The definition of coverage territory in General Conditions Policy Period, Coverage Territory — of SEC- TION IV — BUSINESS AUTO CONDITIONS is amended to add: Anywhere in the world for autos hired for 30 days or less, provided that any "suit" is brought in the United States of America (including its territories and possessions), Puerto Rico or Canada. 16. LEASE GAP COVERAGE Under Paragraph C. Limit of Insurance — of SECTION III - PHYSICAL DAMAGE COVERAGE, the follow- ing is added: We will also pay the difference between the actual cash value of a covered "auto" at the time of "loss" and the remaining balance on your lease if the following conditions are met: a. The "auto" has a long term lease and is covered on this policy. b. The lessor is added as an Additional Insured in a written lease agreement. c. You are legally obligated for the remaining balance. We will not pay for any amounts representing excess wear and tear charges; additional mileage charges; taxes; overdue payments; penalties, interest or charges resulting from overdue payments; or lease termina- tion fees. 17. LIABILITY COVERAGE EXTENSIONS — SUPPLEMENTARY PAYMENTS Under SECTION II — LIABILITY COVERAGE, the Coverage Extension for Supplementary Payments is re- vised as follows: a. The limit for the cost of bail bonds is amended to $3,500. b. The limit for reasonable expenses incurred by the "insured" is amended to $500 a day. 18. NEWLY FORMED OR ACQUIRED ORGANIZATIONS a. The Who Is An Insured provision under SECTION II — LIABIUTY COVERAGE is amended to include as an "insured" any organization that is formed or acquired by you and over which you maintain majority ownership. b. Paragraph a. of this provision 18. does not apply to any organization: 1. That is a joint venture or partnership, 2. That is an "insured" under any other policy, 3. That has exhausted its Limit of Insurance under any other policy, or 4. 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. c. Paragraph a. of this provision 18. does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. 19. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES COVERAGE Under SECTION III — PHYSICAL DAMAGE Coverage Extensions, the limit for Transportation Expenses is amended to $75 per day and the maximum is amended to $1,800. 20. TOWING — COVERED AUTOS Under SECTION III — PHYSICAL DAMAGE COVERAGE, Coverage for Towing is amended as follows: a. This coverage applies to any covered "auto" for which a premium charge for towing and labor is shown in the Schedule or in the Declarations. b. The limit is $100. Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc. copyright2004,nnnnnnnni!nnni ninn!nlnnnnnni VCA 201 02 05 City of National City Office of the City Clerk 1243 National City Blvd. National City, CA 91950-4397 619-336-4228 619-336-4229 fax DAY WIRELESS Installation Service for the City's 800 Mhz Radio Communication System at Plaza Bonita Mall Police Department forwarded Copy of the Contract to the Vendor