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HomeMy WebLinkAbout2012 CON Anderson Audio Visual - PD Audio Visual ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND ANDERSON AUDIO VISUAL - SAN DIEGO, INC. THIS AGREEMENT is entered into this 15th day of May, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and ANDERSON AUDIO-VISUAL, — SAN DIEGO, INC., (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide audio /visual services for its Police Department. WHEREAS, the CITY has determined that the CONTRACTOR is an audio/visual company that 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/CONSULTANT 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. . 2. SCOPE OF SERVICES. The CONTRACTOR will upgrade the existing audio-visual system in the Police Department's Briefing Room as set forth in the attached Exhibit "A". 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 CONTRACTOR shall appear at meetings cited in Exhibit "A"to keep staff and City Council advised of the progress on the project. 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 5% from the base amount as set forth in Paragraph 4 of this Agreement. 3. PROJECT COORDINATION AND SUPERVISION. Sergeant Parris Bull 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 CONTRACTOR Darren Hammersla thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on one (1) billing upon completion and acceptance of the actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed the $ 9349.53, as set forth in Exhibit "A", p. A-6, (the "base amount") without prior written authorization from the City's Project Director. 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. ACCEPTABILITY OF WORK. 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 work, the manner of performance and/or the compensation payable to the CONTRACTOR in 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 report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. LENGTH OF AGREEMENT. The time duration of the Project is sixty (60) days from the start of work, and shall be completed on or before December 31, 2012. 7. 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 2 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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/CONSULTANT 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 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 subcontractor(s), 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. 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 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. 10. 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 3 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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. 11. 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. 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 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. 13. 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. 4 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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, 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. 15. 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, 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 Agreement; 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 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 5 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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 shall require its subCONTRACTORs, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: U 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. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S/CONSULTANT'S [CHOOSE ONE] 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. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by 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 workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insureds, and separate 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 Agreement. 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 Agreement. 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. 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. 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 6 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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. 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 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. 19. 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. 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 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 7 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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. 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 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: To CITY: To CONTRACTOR: Parris Bull, Sergeant Police Department City of National City 1200 National City Boulevard National City, CA 91950-4302 Darren Hammersla Anderson Audio Visual - San Diego, Inc. 5725 Kearny Villa Road, Suite M San Diego, CA 92123-1134 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. 22. 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 8 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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 corning 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. 23. 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. 9 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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 shall 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 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 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 — Leslie Deese, City Manager ROVED AS TO FORM: Cl."rsia'.acit.. Silva City Att ANDERSON AUDIO-VISUAL — SAN DIEGO, INC. (Corporation — signatures of two corporate officers) By: Craig Parkes, CEO By: Shane Parkes, COO 10 Standard Agreement with Anderson Audio Visual — San Diego, Inc. 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 shall 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 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 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: Leslie Deese, City Manager APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney ANDERSON AUDIO-VISUAL — SAN DIEGO, INC. (Corporation .signatures ajtwo corporate of icers) By: Craig Parkes, CEO By: Shane Parkes, COO 10 Standard Agreement with Anderson Audio Visual — San Diego, Inc. Anderson A to D 1 O. V 1 S U A 4 5725 Kearny Villa Rd Suite M San Diego, CA 92123 (858) 277-1751 Ph, (858) 277-1752 Fax January 27, 2012 Parris Bull, Sergeant National City Police Department 1200 National City Boulevard National City, CA 91950 (619) 336-4524 Subject: Briefing Room Upgrade Scope of Work Dear Parris, Attached is the scope of work for the Briefing room you requested. This Scope of Work is based upon the documentation provided from our site visit inclusive of equipment lists, drawings and wiring diagrams. We are also assuming that the code for the Crestron system is available for us to upgrade and that we will not have to do an entire re -write of the Crestron programming. We appreciate the opportunity to work with you on this project. Sincerely, '--/Ntetr„. Spencer Ryan Director of Sales Anderson Audio Visual 5725 Kearny Villa Rd Suite M San Diego, Ca 92123 858-966-3431 858-335-0322 — cell phone srvan(cr7andersonay.com /x.Hri&iT National City Police Department Briefing Room Upgrades February 21, 2012 Page 2 SYSTEM REQUIREMENTS VIDEO SYSTEMS A. The video system shall not add any change to the intended image such as hum bars, digital artifacts, delay or distortion. B. All video equipment shall have enclosures designed for the environment in which they reside. Outdoor video equipment shall have appropriate, all-weather housings and sufficient ventilation as required for proper operation. C. In Public Areas, all visible video equipment, including mounting hardware, shall be coordinated with the client for minimum impact on the decor. All video equipment, cables, and accessories visible in Public Areas are to be color coordinated with the surrounding decor. D. Video displays (monitors and projectors/screens) shall have no visible noise displayed on the image area when no video signal is present or when the display is not intended to display an image. E. All video display mounting designs shall take into account applicable ADA regulations and applicable codes. AUDIO SYSTEMS A. The audio system shall not produce any unintended noise (for example, buzz, hum, hiss, pops, clicks or RF interference). B. All analog audio signals running through site cables shall be balanced and shielded to provide noise rejections and signal isolation. Any external unbalanced inputs shall provide an audio buffer or balun for audio distribution. Local inputs directly adjacent to audio distribution within racks or other enclosures may remain unbalanced where necessary, but audio isolation must still be provided between internal and external devices. C. All audio systems shall include the option to connect to the facility emergency systems (fire detection) to allow for muting in the event of an emergency. AV systems shall not function as or be relied upon as Emergency Systems. D. All audio equipment shall have enclosures designed for the environment in which they reside. Outdoor audio equipment shall have appropriate, all-weather housings and sufficient ventilation as required for proper operation. E. In public areas, all visible audio equipment, including mounting hardware, shall be coordinated with the client for minimum impact on the decor. All audio equipment, cable, and accessories visible in Public Areas are to be color coordinated with the surrounding decor. National City Police Department Briefing Room Upgrades February 21, 2012 Page 3 F. All audio system components requiring software programming in order to complete a functional system shall be the responsibility of the Contractor and the programming must meet the needs of the sound system design concept. INTEGRATED CONTROL SYSTEMS A. Control systems shall provide unified, simple control of all primary AV hardware within the building. Each local system shall consist of single or multiple control panels providing communication and control with the various AV components via RS- 485/422/232 serial protocol, Ethernet, Infrared, DMX, MIDI, Relay and Contact closures. B. Custom screened overlays shall be provided for all button panels. Contractors to submit touch screen designs to the Owner for approval prior to installation and commissioning. PHONE / DATA (Supply and Interconnection to be confirmed). A. Phone, Data, and Power connections are supplied by others and not included in the AVC scope of supply. B. If possible, all AV equipment racks shall have an interconnection to the facility and IP data network. AAV to coordinate these connections with the applicable contractors and engineers to ensure seamless integration. Such coordination should include associate security protocols and IP configuration so as not to conflict with any other systems on the network. All aspects relating to LAN and/or computer network issues will be coordinated with AAV and the client. National City Police Department Briefing Room Upgrades February 21, 2012 Page 4 SUMMARY OF WORK Briefing Room Upgrades Room Display System & Source Components ❑ LCD TV's Anderson Audio Visual will supply (2) 47" HD LCD TV's for the front of the room to replace the 2 existing displays. The LCD TV's will be wall mounted and will include built in Digital Tuners and speakers. The existing wall mounts will be re -used and Anderson Audio Visual will provide adapter plates for the displays to attach to the existing mounts. Control of the Displays will be done via the existing Crestron Control System. ❑ Switcher Upgrade Anderson Audio Visual will upgrade the switching equipment for the briefing room. Anderson Audio Visual will install an 8 x 8 VGA matrix switcher. Routing will be controlled using the existing Crestron Control System. o Audio/Video/Scaling Equipment To enable the integration of the National City Police Department 3C's system, Anderson Audio Visual will be installing a Kramer scaler. Routing will be controlled using the existing Crestron Control System. ❑ Crestron Programming Anderson Audio Visual will re -program the existing Crestron Control System. Clienn rJational CO Police Department Project Name: EOCUpgradc- lob RP: TSD Project Contact: Billing Contact: Company Name: Contact: Address: City, State, Zip: Phone: Cell Phone: Fax: Email: National City Police Department Parris Boll 1200 National City Boulevard National City, CA 91950 1619) 336-4524 parniisb@nationalcityca.gov Company Name: National City Police Department CenGct: Parris Bull Address: 1200 National City Boulevard City, State, Zip: National City, CA 91950 Phone: (619)336-4524 Fax: Email: parrisblpnationalcityca.gov P.O. P: Cost Summary by Room Equipment Shipping Sales Tax Front LCD and Matrix 5witcher Vpgr $ 3,760.30 $ 131.61 $ 340.54 $ Add 3C's and Tandberg to Matrix Su $ 552.68 $ 19.34 $ 50,05 $ $ - 5 - $ $ $ - $ - 5 $ $ - $ - 5 $ 5 - $ - 5 $ $ - $ - $ $ $ - 5 - 5 $ 5 - 5 5 - 5 5 5 $ - $ Roorn 3 Roam 4 Room 5 Room 6 Room 7 Room 8 Room 9 Room 10 E-waste fees --Anderson AUDIO V I S U A L Representative: Spencer Ryan Phone: 858-966-3431 Fax: Email: sryanlaandersonav_eonl Date: Labor Service Agreement Bond TOTAL 20.00 $ 2,490.00 $ $ $ 1,985.00 $ - $ $ - 5 - 5 $ - $ - 5 $ - 5 5 $ - 5 - 5 $ - 5 - 5 $ $ 6,742.46 2,607.07 Grand Total.. 4,312.98 $ 150.95 $ 390.59 $ 20.00 $ 4,475,00 $ S $ 9,349.53 EXTENDED WARRANTY & MAINTENANCE AGREEMENT Monthly Rate Annually STANDARD -1 Year STANDARD - 3 Years PREMIER - 1 Year PREMIER - 3 Years 35.94 28.75 43.13 34.50 $ 431.30 $ 1,035.12 $ 517.56 $ 1,242.14 `LEASE THIS COMPLETE PROJECT FOR APPROXIMATELY $231.21 PER MONTH UPON QUALIFYING CREDIT .Ask your Anderson Audio Visual Representative for additional details. For immediate questions E-mail: paymentsolutions@andersonay.com 'Lease financing quote based on 60 months, capital lease, $1 buyout, subject to qualifying credit, additional options available. Bil lin¢ Terms: 100% Due Upon Project Approval Client Authorized Representative Signature Printed Name & Title Date Thisquolotion is valid for 30 dots fiom the dotes shown obove. All pricing,designs, plans and intellecrnal property represented by this proposal are owned by and remain the property 012030non Audio Visual -San Diego, Inc. they were eatedand developed exclvsivelyfor use on this project. Soles taxis subject to change based on current stare Board of Egvaltzotlon totes lox rotes. In the even[ of tax increase, client agrees to pay the current sales l uxru:e of tune of invoicing. This info -motion is not to be copied, reproduced or forwarded to any third perty without the express written consent of Anderson Audio Visual -Son Diego, Inc. Billing Moult! es: Andersen Audio visual 1 S725 Kearny Ville Rd -Suite M, San Diego CA 92123 I P:858.503.0900 1 F:858.503.0902 --Anderson AUDIO • VISUAL Front LCD and Matrix switcher Upgrades company Name: Nrtio nal Clty Police Department Project Name: EOC eperadc Contact: Pans Bull Address: 1210 National City Boulevard city, State, Zip: National City, CP 91950 Phone: 16-.3) 336-4524 EQUIPMENT Description Location Mfg. Model No. Email: Qty. parnsb@nati0nal0rycag Unit Price v Ext Quote Display Equipment 47. Commercial HD LCD Display with Tuner and RS-232 Control L6 47t D4528 2 $ 853.68 $ 170137 Adapter Brackets to Allow for mount 200 x 200 Vesa Pattern to OFE Swing Mount Premier UFP-1065 2 $ 15.88 $ 31.76 $witchine Equipment MVX 88 VGA A 8x8 VGA and Stereo Audio Matrix Switcher Extron 60-638-21 1 $ 1,758.82 $ 1,758.82 CABLING, CONNECTORS & INSTALLATION HARDWARE Description Location Mfg. Model No. Qty. Unit Price Ext Quote Cable & Connectors Anderson AV Misc 1 $ 209.88 $ 209.88 Installation Hardware & Accessories Anderson AV Misc 1 $ 34.98 $ 34.98 Equipment Rack Hardware (Lacing Bars, Blanks, Vents, etc.) Anderson AV Misc 1 $ 17.49 $ 17.49 LABOR DCSQipti0n Eat Quote System Design & Engineering $ 105.00 Project Management $ 210.00 Field Labor: Onsite Installation & Integration $ 1,26000 Shop Labor: Rack Building & Testing AV Schematics / Wiring Diagrams $ $ ComputerAidedDesign (CAD) Architectural Drawings $ - ControlSystem:Programming $ 620.00 Control System: Touch Panel Graphic Design $ 210.00 System Testing & Commissioning $ - ClientTraining $ 85.00 Documentation (As -Built Drawings, Equip Cut Sheets, Warranties, Operati rag Manual) $ - Travel Expenses: Transportation, lodging, Per Diem $ - Subcontractor $ - EXTENDED WARRANTY & MAINTENANCE AGREEMENT Monthly Rate Select Annually Total STANDARD -1Year $ 31.34 ❑ STANDARD- 3 Years $ 25.07 0 PREMIER-1 Year $ 37.60 0 PREMIER-3 Years $ 30.08 0 TOTALS Total Equipment $ 3,760.30 Total Labor $ 2,490.00 Equipment and Labor Subtotal $ 6,250.30 Total Shipping $ 131.61 Additional Shipping for Overnight or Large items $ Subtotal $ 6,38191 Sales Tax 8.7596 $ 340.54 Electronic Waste Fee 4" - 14" Qty' $ 600 $ - Electronic Waste Fee 15" - 34• Qty: $ 8.00 $ - Electronic Waste Fee 35" and Greater Qty: 2 $ 10.00 $ 20.00 Total Service Agreement Bond (if required) $ GRAND TOTAL: $ 6,742.46 Client Authorized Representative Signature Printed Name & Title Date All pricing, designs, plans and intellectual property represented by this propcsol we owned by and /emu. the property of Anderson Au4io Vuuol- Son Diego, Inc They were crev:ed and developed exdasirely for use on this project 5,1es tox is subject :o chonga hosed on current Stare Boord 010040lizo8an sales tax rates. In the event of cox Increase, client ogrees to pay the current soles tow rote orrime of Invoicing. This InforinoBan Is not to be copied, reproduced orlarvarded ro any., party wRhout the express written consen tafAnderson Audio Visual- San Diego, Inc. Page 1 of 1 S-1 Anderson AUDIO • VISUAL Add 3C's and Tandberg to Matrix Switcher TBD Company Name: National City Pclice Department Project Name: EDC Upgrade Contact: Parris Bull Address: 1200 National City Boulevard City, State, Zip: National City, CA 91950 Phone: (610)336-4524 Fmeil: parrisb@naticnaicityca.gav EQUIPMENT Description Location Mfg. Model No. Qty. Unit Price Ext Quote Display Equipment Computer Graphics Video & HDTV ProScal Digital Scaler Kramer VP-420 1 $ 514.12 $ 514.12 BUNG, CONNECTORS & INSTALLATION HARDWARE Description Location Mfg. Model No. Qty. Unit Price Ent Quote Cable & Connectors Anderson AV Misc 1 $ 30.85 $ 30.85 Installation Hardware & Accessories Anderson AV Misc 1 $ 5.14 $ 5.14 Equipment Rack Hardware (Lacing Bars, Blanks, Vents, etc.) Anderson 4V Mist 1 $ 2.57 $ 2.57 LABOR Description Ext Quote System Design & Engineering $ 105.00 Project Management $ 105.00 Field Labor: 0nsite Installation & Integration $ 840.00 Shop Labor. Rack Building & Testing $ - AVSchematics / Wiring Diagrams $ Coniputer Aided Design (CAD) Architectural Drawings $ - Control System: Programming $ 620 00 Control System: Touch Panel Graphic Design $ 210.00 System Testing & Commissioning Client Training $ $ 105.00 Documentation (As -Built Drawings, Equip Cut Sheets, Warranties, Operating Manual) $ - TravelExpenses: Transportation, Lodging, Pcr Diem $ - Subcontractor $ - EXTENDED WARRANTY & MAINTENANCE AGREEMENT Monthly Rate Select Annually Total STANDARD -1Year $ 4.01 ❑ STANDARD-3 Years $ 3.68 ❑ PREMIER- 1Year $ 5.53 D PREMIER - 3 Years $ 4.42 ❑ TOTALS Total Equipment $ 552.68 Total Labor $ 1,585.00 Equipment and Labor Subtotal $ 2,537.68 Total Shipping $ 19.34 Additional Shipping for Overnight or Large Items $ - Subtotal $ 2,557.02 Sales Tax 8.75% $ 50.05 Electronic Waste Fee 4"- 14" Qty. $ 6.00 $ - Electronic Waste Fee 15" -34" Electronic Waste Fee 35" and Greater Qty. Qty. $ $ 8.00 $ 10.00 $ - Total Service Agreement $ - Bond (If required) GRAND TOTAL: $ 2,607.07 Client Authorized Representative Signature Printed Name & Ttle Date Allp,icing,designs, plane and intellectual propery represented by Ibis proposal are owned!, and remain the property of Anderson Audio Visual- Son Diego, Inc. he ere rented end druebped e0N.,sivelyf0rcE on this project gales toe, subject re change based on current Store Board o)Equolkotlan sales 000 rates. MO. events). tan Increase, client agrees to pay rbe nu,entsoies (vs rate el time of,e,e,cing. Tllz ii fornioolon is not to be no➢led, ,epraduced or)o,wended to any Mi,d Party without the express writren consent a. Anderson Audio Visual -San Diego, Inc. Page la 1 ACGRD® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 2/22/2012 PRODUCER Venbrook Insurance Services CA Lic 0D80832 445 Marine View Avenue, Suite 200 Del Mar, CA 92014 www.venbrook.com 800-449-9555 858-764-7510 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 Anderson Audio Visual San Diego, Inc. 5725 Kearny Villa Road, Suite M San Diego CA 92123 INSURER A: OneBeacon America Insurance Comoanv INSURER B: OneBeawainsurance Company INSURER C: 20 21 21970 INSURER D: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD TYPEOF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE (MM/DONYYYI DATE (MMIDDIYYYY) LIMITS A ,NSRD / GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY 7110127480000 8/28/2011 8/28/2012 EACH OCCURRENCE $ 1,000,000 ,/ PRMMGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 CLAIMS MADE / OCCUR MED EXP (Any one person) $ 10,000 ✓ $0 Deductible PERSONAL 8, ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY ,/ PST LOC A / AUTOMOBILE LIABILITY ANY AUTO A BODILY INJURY (Per person) $ 7 BODILY INJURY (Per accident) $ ,/ ✓ PROPERTY DAMAGE (Per accident) $ ✓ COLL $1000 ded GARAGE LIABILITY ANY AUTO AUTO ONLY- EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ EXCESSI UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ DEDUCTIBLE RETENTION $ $ $ $ B WORKERS AND EMPLOYERS' ANY PROPRIETORJPARTNER/EXECUTIVE OFFICER/MEMBER (Mandatory If Pedescribe SPECIAL COMPENSATION LIABILITY YIN 4060377000000 8/28/2011 8/28/2012 ✓ TORY LIAMITS OTH ER E.L. EACH ACCIDENT $ 1 ,000, 000 EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1,000,000 in NH) under PROVISIONS below E.L. DISEASE - POLICY LIMIT $ 1 ,000,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Re: Operations of the named insured. The City of National City, its elected officials, officers, agents, and employees are included as additional insured as respects general liability and automobile liability per the attached. Waiver of subrogation applies as respects workers' compensation per the attached. City of National City 1200 National City Boulevard National City CA 91950 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. ' 10 Days for Non -Payment of Premium and/or Non -Reporting of Payroll. AUTHORIZED REPRESENTATIVE (SD) Alan Shetzer ACORD 25 (2009/01) CERT NO.: 12448416 Yanela Lopez 2/22/2012 10:22:48 AM Page 1 of 40 © 1988-2009 ACORD CORPORATION. All rights reserved. /IIVILtYVVVVV Anderson Audio Visual San Diego, Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 2/22/2012 @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES 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 provisions 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. Coverage Territory — Worldwide 9. Duties in Event of Occurrence, Claim or Suit 10. Expected or Intended Injury (PD) 11. Incidental Medical Malpractice 12. Medical Payments 13. Mobile Equipment Redefined 14. Newly Acquired or Formed Organizations 15. Non -Owned Aircraft 16. Non -Owned Watercraft 17. Personal and Advertising Injury 18. Product Recall Expense 19. 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) "Bodily injury' or "properly 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 not authorized by you; Any physical or chemical change in the product made intentionally by the vendor; (3) (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; (5) 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; Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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 (6) VCG 207 07 09 Includes copyrighted material of Insurance Services Office. Inc. Copyright 2009,till !Mil 111!Itit!If!!1I !1!!1!I!f!f!11!11!!I! CERT NO.: 12448418 Yane1a Lopez 2/22/2012 10:22:48 AM Page 2 of 40 Page 1 of 7 (b) 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. (9) Any vendor, person or organization it the "products -completed operations hazard" is excluded either by the provisions 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 organi- zation(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 damage" 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 damage", or "personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured - Broad Form Vendors 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 injury" 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 terminates or 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 manager 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 behalf 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 performing operations fora principal as part of the same project. Page 2 of 7 Includes copyrighted material of Insurance Services Office. Inc. VCG 207 07 09 Oopyrght2009,!!!!I!!1±I±11I1!±!!!±1f111±±!±±!±luauinnnn! CERT NC.: 12444418 Yanela Lopez 2/22/2012 10:22:48 AM Page 3 of 40 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; 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 Declarations. 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" Location means premises involving the same or connecting Tots, or premises whose connection is interrupted 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 anytime. 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 Properly exclusion under Section 1 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 $35,000 per "occurrence". VCG 207 07 09 Includes copyrighted material of insurance Services Office, Inc. Page 3 of Copyright 2009, !!!!!!!!!!IllI I!!I 1ulnil1!!nllnll IH!l1S1! CERT NO.: 1244841E Yanela Lopez 2/22/2012 10:22.48 AM Page 4 of 40 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 on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 8. COVERAGE TERRITORY — WORLDWIDE The definition of "coverage territory" is replaced by the following: "Coverage territory" means anywhere provided 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. 9. 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 compensation claim, you must comply with the Duties In The Event Of Occurrence, Offense, Claim Or Suit Condition. 10. 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. 11. INCIDENTAL MALPRACTICE — EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section 1I — Who Is An Insured, the paragraph that excludes an employee or volunteer worker as insured 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 orparamedic employed if ou are not engaged in the business or occupation of technicianby youY paramedical,surgical, dental,x-rayor nursingservices. providing medical,9r P g 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. 12. MEDICAL PAYMENTS —INCREASED LIMITS AND TIME PERIOD In the Insuring Agreement under Coverage C — Medical Payments, the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. a. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit, whichever is greater. b. This provision 12. does not apply if Coverage C — Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. Page 4 of 7 Includes copyrighted material of Insurance Services Office. Inc. VCG 207 07 08 Copyright 2009,!!!!!!!i!!!?!!!!!lillli!!!!!!!II! IIIIIIIIII!III!11 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 5 of 40 13. 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. 14. 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. 15. NON -OWNED AIRCRAFT 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. a. The insurance afforded by this provision 15. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) 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 previsions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 16. NON -OWNED WATERCRAFT a. Section 11— 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 employer 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 Property Damage Liability, the limitation on the length of a watercraft is increased to 55 feet. c. 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 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. 17. PERSONAL AND ADVERTISING INJURY The following exclusions under the definition of "personal and advertising injury' are amended as follows: a. Insureds In Media Type Businesses 'Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or developing content of websites for others. However, this exclusion does not apply to paragraphs 14 a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or maintains for others. VCG 207 07 09 Includes copyrighted material of Insurance Services Office, Inc. Copyright2009, 1II!!titl!!!t! PtIIl1UI!! CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 6 of 40 Page 5 of 7 18. PRODUCT RECALL EXPENSE With respect to this Provision 18., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. a. 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. 4. Subject to 3. above, we will pay only the amount of "product recall expenses" in excess of the deductible amount shown in the Product Recall Schedule. Products Recall Schedule Limits of Insurance Product Recall Aggregate Limit $50,000 Each Product Recall Limit $25,000 Each Product Recall Deductible $1,000 If any limits and deductible other than those above are shown in the Declarations as the Products Recall Expense Limits, the amounts shown in the Declarations will replace the Limits of Insurance and deductible provided for this coverage. The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of Tess than 12 months, starting with the beginning of the policy period shown in the Declarations, 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 determining the Limits of Insurance. b. 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. Include 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 6of7 Includes copyrighted material of Insurance Services Office. Inc. VCG 207 07 09 Copyright2009, II!lIIll !Milli iiniliulunimiui'iii,inli,i CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 7 of 40 c. 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 determined 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": (1) 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 substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause Toss 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 suspected defect in another of "your products" has been found 18. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS Under Section I — Coverages, Supplementary Payments — Coverages A and B, paragraphs 1.b. and 1.d. are replaced by the following: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. VCG 207 07 09 Includes copyrighted material of Insurance Services Office. Inc. Page 7 of 7 Copyright2009, CERT NO.: 1244E418 Yanela Lopez 2/22/2012 10:22,48 AM Page 8 of 40 2/22/2012 Anderson Audio Visual San Diego, Inc. COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insur- ance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An In- sured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION 1— COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "bodily injury" or "property dam- age" to which this Insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is lim- ited as described in Section III -. Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medi- cal expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory": (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" oc- curred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the pol- icy period will be deemed to have been known prior to the policy period. c. "Bodily injury' or "property damage" which oc- curs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or re- ceive notice of an "occurrence" or claim, in- cludes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed un- der Paragraph 1. of Section II — Who Is An In- sured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily in- jury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury' or ''property damage''; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organiza- tion for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. CG00011207 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 9 of 40 ISO Properties, Inc., 2006 @@@G@@@@@@0@@@0@@@@@@ Page 1 of 14 b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a con- tract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the ab- sence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" oc- curs subsequent to the execution of the contract or agreement. Solely for the pur- poses of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and Such attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute resolution proceeding in which dam- ages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or un- der the influence of alcohol; or (3) Any statute, ordinance or regulation relat- ing to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are In the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unem- ployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the con- duct of the insured's business; or (b) (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share dam- ages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability as- sumed by the insured under an "insured contract'. f. Pollution (1) "Bodily injury" or "property damage" aris- ing out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or loca- tion which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subpara- graph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, coot or dehumidify the building, or equipment that Is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property dam- age" for which you maybe held li- able, if you are a contractor and the owner or lessee of such pre- mises, site or location has been added to your policy as an addi- tional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or oc- cupied by, or rented or loaned to, any insured, other than that addi- tional insured; or (Hi) "Bodily injury". or "property dam- age" arising out of heat, smoke or fumes from a "hostile fire": (b) At or from any premises, site or loca- tion which is or was at any time used by or for any insured or others for the handling, storage, disposal, process- ing or treatment of waste; (c) Which are or were at any time trans- ported, handled, stored, treated, dis- posed of, or processed as waste by or for: Page 2 of 14 C ISO Properties, Inc„ 2006 CG 00 01 12 07 CERT NO.: 12446418 Yanela Lopez 2/22/2012 10:22:48 AM Page 10 of 40 (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insureds behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. How- ever, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lu- bricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operat- ing fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property dam- age" arises out of the intentional dis- charge, dispersal or release of the fu- els, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dis- persed or released as part of the op- erations being performed by such in- sured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or va- pors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontrac- tor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indi- rectly on any insured's behalf are per- forming operations if the operations are to test for, monitor, clean up, remove, con- tain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any Toss, cost or expense arising out of any: g• (a) Request, demand, order or statutory or regulatory requirement that any in- sured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, or- der or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or en- trustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured: Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employ- ment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrust- ment to others of any aircraft, "auto" or water- craft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; A watercraft you do not own that is: (a) Less than 26 feet long; and (b) Not being used to carry persons or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured con- tract" for the ownership, maintenance or use of aircraft or watercraft or "Bodily injury" or "property damage" aris- ing out of: (2) (5) (b) CG 00 0112 07 CENT NO.: 12448418 Ya„e1a Lopez 2/22/2012 10:22:48 AM Page 11 of 40 *ISO Properties, Inc„ 2006 Page 3 of 14 j• (a) The operation of machinery or equip- ment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged; or (b) the operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". h. Mobile Equipment "Bodily injury" or "property damage" arising out of: {1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or {2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demoli- tion, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Damage To Property. "Property damage" to: (1) Property you own, rent, or occupy, includ- ing any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such prop- erty for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; {4) Personal property in the care, custody or control of the insured; (5) That particular part of .real property on which you or any contractors or subcon- tractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly per- formed on it. Paragraphs (1), (3) and (4) of this exclu- sion •do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of in- surance applies to Damage To Premises Rented To You as described in Section III = Limits Of Insurance. Paragraph (2) of this exclusion does not apply 11 the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this ex- clusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a sub- contractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dan- gerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and ac- cidental physical injury to "your product' or "your work" after it has been put to its intended use. Page 4 of 14 CI ISO Properties, Inc., 2006 CG 00 01 12 07 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10,22:48 AM Page 12 of 40 n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, re- placement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and ad- vertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to ac- cess, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data process- ing devices or any other media which are used with electronically controlled equipment. Distribution Of Material In Violation Of Statutes "Bodily injury" or "property damage" arising di- rectly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, trans- mitting, communicating or distribution of material or information. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or tempo- rarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section 111 — Limits Of In- surance. q• COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured be- comes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "per- sonal and advertising injury" to which this in- surance does not apply. We may, at our dis- cretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insur- ance in the payment of judgments or set- tlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless ex- plicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and adver- tising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowl- edge that the act would violate the rights of another and would inflict "personal and adver- tising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowl- edge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the begin- ning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. CG00011207 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10,22,48 AM Page 13 of 40 to 150 Properties, Inc., 2006 Page 5 of 14 e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agree- ment. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied con- tract to use another's advertising idea in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or per- formance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertise- ment". Infringement Of Copyright, Patent, Trade- mark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trade- mark, trade secret or other intellectual prop- erty rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to in- fringement, in your "advertisement", of copy- right, trade dress or slogan. Insureds In Media And Internet Type Busi- nesses "Personal and advertising injury" committed by an insured whose business is: j- Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web - sites for others; or An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions Sec- tion. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not. by itself, considered the business of advertis- ing, broadcasting, publishing or telecasting. (1) (3) k. Electronic Chatrooms Or Bulletin. Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, ar over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mis- lead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost ar expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants'; or (2) Claim or suit by or on behalf of a govern- mental authority for damages because of testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying or neutralizing, or in anyway responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such taw; or (2) The CAN -SPAN Act of 2003, including any amendment of or addition to such law; or Page 6 of 14 6> ISO Properties, Inc., 2006 CERT NO.. 12448418 Yanela Lopez 2/22/2012 10;22:48 AM Page 14 of 40 CG 00 01 12 07 (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, trans- mitting, communicating or distribution of material or information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury' caused by an acci- dent: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and re- ported to us within one year of the date of the accident; and (c) The injured person submits to exami- nation, at our expense, by physicians of our choice as often as we reasona- bly require. b. We will make these payments regardless of fault. These payments will not exceed the ap- plicable limit of insurance. We will pay reason- able expenses for: (1) First aid administered at the time of an ac- cident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic de- vices; and (3) Necessary ambulance, hospital, profes- sional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally oc- cupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instruct- ing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed op- erations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investi- gate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required be- cause of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the in- sured at our request to assist us in the investi- gation or defense of the claim or "suit", in- cluding actual loss of earnings up to $250 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not in- clude attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the in- sured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or depos- ited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit' and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks dam- ages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; CG 00 01 12 07 C. ISO Properties, Inc., 2006 CERT NO.: 12448418 Yanela Lo0e2 2/22/2012 10:22;40 AM Page 15 of 40 Page 7 of 14 b. This insurance applies to such liability as- sumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been as- sumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the informa- tion we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that in- demnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or le- gal papers received in connection with the "suit"; (c) Notify any other insurer whose cover- age is available to the indemnitee; and (d) Cooperate with us with respect to co- ordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attor- neys' fees incurred by us in the defense of that in- demnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section 1— Cov- erage A — Bodily Injury And Property Damage Li- ability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litiga- tion expenses as Supplementary Payments ends when we have used up the applicable limit of in- surance in the payment of judgments or settle- ments or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION 11— WHO IS AN INSURED. 1. If you are designated in the Declarations as: a. An individual, you and your spouse are in- sureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an in- sured. Your members, your partners, and their spouses are also insureds, but only with re- spect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your 'executive officers" and directors are insureds, but only with respect to their du- ties as your officers or directors. Your stock- holders are also insureds, but only with re- spect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their du- ties as trustees. 2. Each of the following is also an insured: a. Your "volunteer workers" only while perform- ing duties related to the conduct of your busi- ness, or your "employees", other than either your "executive officers" (if you are an organi- zation other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint ven- ture), to your members (if you are a limited liability company), to a co - "employee" while in the course of his or her employment or performing du- ties related to the conduct of your business, or to your other "volunteer workers" while performing duties re- lated to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; For which there is any obligation to share damages with or repay some- one else who must pay damages be- cause of the injury described in Para- graphs (1)(a) or (b) above; or (c) Page 8 of 14 ® ISO Properties, Inc.. 2006 CG 00 01 12 07 CERT NO.: 12448418 Yar,ela Lopez 2/22/2012 10:22:48 AM Page 16 of 40 b. c. (d) Arising out of his or her providing or failing to provide professional health care services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or con- trol of, or over which physical control is being exercised for eny purpose by you, any of your "employees", "volunteer workers', any partner or member (if you are a partnership or joint venture), or any mem- ber (if you are a limited liability company). Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That represen- tative will have all your rights and duties under this Coverage Part. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named In- sured if there is no other similar insurance avail- able to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay re- gardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the mast we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property dam- age" included in the "products -completed op- erations hazard"; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed op- erations hazard". 4. Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay un- der Coverage B tor the sum of ail damages be- cause of all "personal and advertising injury" sus- tained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property dam- age" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Ex- pense Limit is the most we will pay under Cover- age C for ail medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part 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 Declarations, 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 purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obliga- tions under this Coverage Part. CG 00 01 12 07 0 ISO Properties, Inc., 2006 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10,22,48 AM Page 17 of 40 Page 9 of 14 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an of- fense which may result in a claim. To the ex- tent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If.a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practica- ble. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal pa- pers received in connection with the claim or "suit"; Authorize us to obtain records and other information; Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To Join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of (2) (3) this Coverage Part or that are in excess of the ap- plicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claim- ant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Para- graph b. below applies. If this insurance is pri- mary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess lnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for prem- ises rented to you or temporarily occupied by you with permission of the owner; (ili) That is insurance purchased by you to cover your liability as a ten- ant for "property damage" to premises rented to you or tempo- rarily occupied by you with per- mission of the owner; or (iv) If the loss arises out of the main- tenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section 1 — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or opera- tions, or the products and completed operations, for which you have been added as an additional insured by at- tachment of an endorsement. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the in- sured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insureds rights against all those other insurers. m ISO Properties, Inc., 2006 GG 00 01 12 07 Page 10 of 14 CENT NO.. 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 18 of 40 (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not de- scribed in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing It all of the other insurance permits contribu- tion by equal shares, we will follow this method also. Under this approach each insurer con- tributes equal amounts until it has paid its ap- plicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Cover- age Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as ad- vance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured, The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium compu- tation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accu- rate and complete; b. Those statements are based upon represen- tations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this in- surance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expi- ration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific rnar- ket segments about your goods, products or serv- ices for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web -sites, only that part of a web - site that is about your goods, products or services for the purposes of attracting custom- ers or supporters is considered an advertise- ment. 2. "Auto" means: a. A land motor vehicle, trailer or semitrailer de- signed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death re- sulting from any of these at any time. CO 00 01 12 07 ® ISO Properties, Inc., 2006 CERT NO. 12448418 Yanela Looeo 2/22/2012 10,22:48 AM Page 19 of 40 Page 11 of 14 4. "Coverage territory" means: a. The United States of America (including its ter- ritories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in Paragraph a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph a. above, but is away for a short time on your business; or "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay dam- ages is determined in a "suit" on the merits, in the territory described in Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". (3) 6. "Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, by-laws or any other similar governing document. 7. "Hostile fire" means one which becomes uncon- trollable or breaks out from where it was intended to be. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is Tess useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, defi- cient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the re- pair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of prem- ises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with per- mission of the owner is not an "insured con- tract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition op- erations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to in- demnify a municipality, except In connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort Inability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily In- jury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to pre- pare or approve, maps, shop draw- ings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them; if that is the pri- mary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in (2) above and supervisory, Inspection, ar- chitectural or engineering activities. 10. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 11. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is ac- cepted for movement into or onto an aircraft, watercraft or "auto"; Page 12 of 14 0 ISO Properties, Inc., 2006 CG 90 01 12 07 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM page 20 of 40 b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, wa- tercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not at- tached to the aircraft, watercraft or "auto". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equip- ment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the fol- lowing types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the fol- lowing types of permanently attached equip- ment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construc- tion or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged, Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13. "Occurrence" means an accident, including con- tinuous or repeated exposure to substantially the same general harmful conditions. 14. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any mariner, of material that slanders or libels a person or or- ganization or disparages a person's or organi- zation's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement", 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Products -completed operations hazard": a. Includes all "bodily injury" and "property dam- age" occurring away from premises you own or rent and arising out of "your product' or "your work" except: (1) Products that are still in your physical pos- session; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. CG 00 01 12 07 C ISO Properties, Inc., 2006 CERT NO.: 12448418 Yane1a Lopez 2/22/2012 10:22;48 AM Page 21 of 40 Page 13 of 14 (b) When all of the work to be done at the job sitehas been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or sub- contractor working on the same protect. Work that may need service, mainte- nance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equip- ment or abandoned or unused materials; or (3) Products or operations for which the clas- sification, listed in the Declarations or in a policy schedule, states that products - completed operations are subject to the General Aggregate Limit. 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occur- rence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, - created or used on, or transmitted to or from com- puter software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this in- surance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such dam- ages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution pro- ceeding in which such damages are claimed and to which the insured submits with our con- sent. 19. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 20. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 21. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose busi- ness or assets you have acquired; and (2) Containers (other than vehicles), materi- als, parts or equipment furnished in con- nection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 14 of 14 ® ISO Properties, Inc., 20D6 CERT NO.: 1244041E Yanela Lopez 2/22/2012 10:22:4B AM Page 22 of 40 CG00011207 Anderson Audio Visual San Diego, Inc. 2/22/2012 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. Diminution in Value 9. Drive Other Car — Executive Officers 10. Duties In The Event of Accident, Claim, Suit or Loss 11. Employees As insureds 12. Employee Hired Autos 13. Fellow Employee Exclusion 14. Glass Repair — Waiver of Deductible 15. Hired Auto Physical Damage Coverage 16. Lease Gap Coverage 17. Liability Coverage — Supplementary Payments 18. Newly Formed or Acquired Organizations 19. Physical Damage — Transportation Expenses 20. Rental Reimbursement — Private Passenger Vehicles 21. Towing —Any Covered Auto 1. ADDITIONAL INSURED BY CONTRACT The Who Is An Insured provision under SECTION 11 — LIABILITY COVERAGE is amended to include as an 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 Toss, 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 — BUSINESS AUTO CONDITIONS, paragraph A. LOSS CONDITIONS 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 01 09 Includes copyrighted material of Insurance Services Office, Inc. Copyright2004, WI.' IIJPI �H111V'''II lll111!':N1!I I' @@@@@@@@@@@@@@ @@@@@ CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 23 of 40 Pagel of 5 6. BROAD FORM NAMED INSURED a. The Who Is An Insured provision under SECTION II — LIABILITY 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 pol- icy, 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 COVER- AGE does not apply to Toss of any permanently installed, non -removable communications equipment de- signed 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 $5,000 per occurrence. 8. DIMINUTION IN VALUE The "diminution in value" exclusion under SECTION III — PHYSICAL DAMAGE COVERAGE, B. Exclusions does not apply if the covered "auto" is a private passenger "auto" and is leased, rented, hired or borrowed with- out a driver for a period of 30 days or Tess and is used in the conduct of the insured's business. The most we will pay for "loss" arising out of an "accident' is the lesser of $7,500 or 20% of the actual cash value of the "auto" as determined by Kelley Blue Book or other independent valuation sources. 9. DRIVE OTHER CAR — EXECUTIVE OFFICERS a. The Who Is An Insured provision under SECTION 1I — 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; your "executive officers" and their spouses. b. SECTION I1— LIABILITY 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 9.a. This does not include any "auto": 1. Owned by any "insured" listed in 9.a„ or any member of their household, including any such "auto" that is owned but not insured; 2. Used by an "insured" listed in 9.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 9.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 9.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. Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc. VGA 201 01 09 Copyright 2004, llll"'III!!!!III111!!!'111111" '”IIIIl"'lllll! CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22,48 AM Page 24 of 40 d. The following definition is added to the DEFINITIONS section 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. 10. 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. 11. EMPLOYEES AS INSUREDS The Who Is An Insured provision under SECTION I1 — LIABILITY COVERAGE is changed by adding the fol- lowing: 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. 12. EMPLOYEE HIRED AUTOS The following is added to the Who Is An Insured Provision: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contact or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. For purposes of this coverage grant, paragraph 5.b. of the Other Insurance Condition in the Business Auto Coverage Form is replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow; and 2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". This coverage is excess over any other collectible insurance. 13. FELLOW EMPLOYEE EXCLUSION The Fellow Employee exclusion under SECTION II — LIABILITY COVERAGE does not apply if the "bodily in- jury" results from the use of a covered "auto" you own or hire. This coverage is excess over any other insur- ance. 14. 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. 15. HIRED AUTO — PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" under SECTION 11 — LIABILITY COVERAGE and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this policy for any "auto" you own, then SECTION lil — PHYSICAL DAMAGE COVERAGE is extended to "autos" you hire, subject to the following limit: The most we will pay for "loss" to any hired "auto" is the lesser of: a. $75,000 for "autos" of the private passenger type and $50,000 for all other "autos"; VCA 201 01 09 Includes copyrighted material of Insurance Services Office, Inc. Page 3 of 5 Copyright 2004, 1"'lllltll""111111r"111111itlllll!+'11111!!I1 CEAT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 25 of 40 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 de- ductible applies to "loss" caused by fire or lightning. 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 Toss. The most we will pay for this loss of use coverage is $1,000 per "accident". 16. LEASE GAP COVERAGE Under paragraph C. Limit of Insurance — of SECTION III — PHYSICAL DAMAGE COVERAGE, the following is added: If a covered "auto" is leased, 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 termination fees. 17. LIABILITY COVERAGE EXTENSIONS — SUPPLEMENTARY PAYMENTS Under SECTION II — LIABILITY COVERAGE, the Coverage Extension for Supplementary Payments is revised 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 11 — LIABILITY COVERAGE is amended to include as an "insured" any organization that Is formed or acquired by you and over which you maintain majority own- ership. 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 acqui- sition or formation. 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 $2,250. 20. RENTAL REIMBURSEMENT We will pay for rental reimbursement expenses incurred by you for the rental of an "auto" of the private passen- ger type because of "loss" to a "covered auto" of the private passenger type. Payment applies in addition to the otherwise applicable amount of each coverage you have an a "covered auto". No deductibles apply to this coverage. We will pay those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration, six (6) days after the "lass". c. Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc. Copyright 2004. I!1""1l!IN1"1111W!!!'l!!!!!!!!I I!!11,nii"1 CERT NO.. 12448418 Yanela Lopez 2/22/2012 10.22.48 AM Page 26 of 40 VCA 201 01 09 Payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred. 2. The maximum daily payment of $25 for any one day. This coverage does not apply while there are spare or reserve "autos" available to you. If "loss" results from the total theft of the private passenger "auto", we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the PHYSICAL DAM- AGE COVERAGE Extension. 21. 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. VGA 201 01 09 Includes copyrighted material of Insurance Services Office, Inc. Page 5 of 5 !IIII ��4n1 ""I Copyright 2004, I . lll""....l1.I11 !"'/IIIIIP"IIII CERT NO.: 12448418 Yane1a Lopez 2/22/2012 10:22.48 AM Page 27 of 40 2/22/2012 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Anderson Audio Visual San Diego, Inc. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (The following „attached clause" need be completed only when this endorsement is issued subsequent to preparation of the policy.) This endorsement,effective on Policy No. 4060377000000 of the issued to City of National City Premium (if any) $ 8/28/2011 at 12:01 A.M. standard time, forms a part of (DATE). (NAME OF INSURANCE COMPANY) Endorsement No. Authorized Representative We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. You must maintain payroll records accurately segregating the remuneration of your employees while en- gaged in the work described in the Schedule. The additional premium for this endorsement shall be % of. the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description City of National City 1200 National City Boulevard National City CA 91950 Re: Operations of the named insured. The City of National City, its elected officials, officers, agents, and employees are included as additional insured as respects general liability and automobile liability per the attached. Waiver of subrogation applies as respects workers' compensation per the attached. WC 252 04 84 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 40 of 40 Pagel of 1 /IIU IL/4b000U Anderson Audio Visual San Diego, Inc. 2/22/2012 BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Defnitions. SECTION I — COVERED AUTOS Item Two of the Declarations shows the "autos' that are covered "autos" for each of your coverages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Declarations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned "Autos" Only Only those "autos" you own (and for Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Passenger "Autos" Only Only the private passenger "autos" you own. This includes those private passenger "autos" you acquire ownership of after the policy begins. 4 Owned "Autos" Other Than Private Passenger "Autos" Only Only those "autos" you own that are not of the private passenger type (and for Liability Coverage any "trailers" you don't own while attached to power units you own). This includes those "autos" not of the private passenger type you acquire ownership of after the policy begins. 5 Owned "Autos" Subject To No-fault Only those "autos" you own that are required to have no-fault benefits in the state where they are licensed or principally garaged. This includes those "autos" you acquire ownership of after the policy begins provided they are required to have no-fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Subject To A Compulsory Uninsured Motorists Law Only those "autos" you own that because of the law in the state where they are licensed or principally garaged are required to have and cannot reject Uninsured Motorists Coverage. This includes those "autos" you acquire ownership of after the policy begins provided they are subject to the same state uninsured motorists requirement. 7 Specifically Described "Autos" Only those "autos" described in Item Three of the Declarations for which a premium charge is shown (and for Liability Coverage any "trailers" you don't own while attached to anypower unit described in Item Three). 8 Hired "Autos" Only Only those "autos" you lease, hire, rent or borrow. This does not include any "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. 9 Non -owned "Autos" Only Only those "autos" you do not own, lease, hire, rent or borrow that are used in connection with your business. This includes "autos" owned by your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households but only while used in your business or your personal affairs. CA 00 01 03 10 © Insurance Services Office, Inc.,2009 @@@@@@@@@@@@@@@@@@@@@ CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 28 of 40 Page 1 of 12 19 Mobile Equipment Subject To Compulsory Or Financial Responsibility Or Other Motor Vehicle Insurance Law Only Only those "autos" that are land vehicles and that would qualify under the definition of "mobile equipment" under this policy if they were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where they are licensed or principally garaged. B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the re- mainder of the policy period. 2. But, if Symbol 7 is entered next to a coverage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that cover- age only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that cover- age; and b. You tell us within 30 days after you acquire it that you want us to cover it for that cover- age. C. Certain Trailers, Mobile Equipment And Temp- orary Substitute Autos If Liability Coverage is provided by this coverage form, the following types of vehicles are also cov- ered "autos" for Liability Coverage: 1. 'Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. b. c. d. e. Breakdown; Repair; Servicing; "Loss"; or Destruction. SECTION If — LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury' or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "in- sured" against a "suit" asking for such damages or a 'covered pollution cost or expense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Liability Coverage Umit of Insurance has been exhausted by payment of judgments or settlements. 1. Who Is An Insured The following are "insureds": a. You far any covered 'auto". b. Anyone else while using with your permission a covered "auto' you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". This exception does not apply if the covered "auto" Is a 'trailer" connected to a covered "auto" you own. Page 2 of 12 0 Insurance Services Office, lnc..2009 CA 00 0103 10 CERT NO.: 12448418 Yane1s Lopez 2/22/2012 10:22:48 AM Page 29 of 4D (2) Your "employee" if the covered "auto" is owned by that "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of seling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company) or a lessee or borrower or any of their "employees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "in- sured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) Ail expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release attach- ments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the 'in- sured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed we will: (1) Increase the Limit of Insurance for Liability Coverage to meet the limits specified by a compulsory or financial responsibility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no- fault, required of out-of-state vehicles ' by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "in- sured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract" provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement; or b. That the "insured" would have in the ab- sence of the contract or agreement. CA 00 01 03 10 @ Insurance Services Office, Inc.,2009 Page 3 of 12 CERT NO.: 1244841E Yanela Lopez 2/22/2012 10:22:48 AM Page 30 of 40 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disability benefits or unemployment compensation law or any similar law. 4. Employee Indemnification And Employer's Liability "Bodily injury" to: a. An "employee" of the "insured" arising out of and in the course of: (1) Employment by the "insured"; or (2) Performing the duties related to the conduct of the "insured's" business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily in- jury" to domestic "employees" not entitled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the coverage form, a domestic "employee" is a person en- gaged in household or domestic work per- formed principally in connection with a resi- dence premises. 5. Fellow Employee "Bodily injury" to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. 6. Care, Custody Or Control "Property damage" to or "covered pollution cost or expense" involving property owned or transported by the "insured" or in the "insured's" care, custody or control. But this exclusion does not apply to liability assumed under a sidetrack agreement. 7. Handling Of Property "Bodily injury" or "property damage" resulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto"; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" resulting from the movement of property by a mechani- cal device (other than a hand truck) unless the device is attached to the covered "auto". 8. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c, of the definition of "mobile equip- ment"; or b. Machinery or equipment that is on, at- tached to or part of a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. Your work includes warranties or representa- tions made at any time with respect to the fit- ness, quality, durability or performance of any of the items included In Paragraph a. or b. above_ Your work will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. Page 4 of 12 0 Insurance Services Office, Inc., 2009 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22-48 AM Page 31 of 40 CA 00 01 0310 (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as com- pleted. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or es- cape of "pollutants": a. That are, or That are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "Insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or Its parts, if: (1) The "pollutants" escape, seep, migrate or are discharged, dispersed or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6,b. and 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "in- sured' with respect to "pollutants" not in or upon a covered "auto" if: (a) (b) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising directly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental au- thority in hindering or defending against any of these. 13. Racing Covered "autos" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being prepared for such a contest or activity. C. Limit Of lnsurance Regardless of the number of covered "autos", "in- sureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit of Insurance for Liability Coverage shown in the Declarations. CA00010310 ® Insurance Services Office, Inc.,2009 Page 5 of t2 CERT NO.: 1244B418 Yanela Lopez 2/22/2012 10:22:4B AM Page 32 of 40 All "bodily injury", "property damage" and "cov- ered pollution cost or expense" resulting from continuous or repealed exposure to substantially the same conditions will be considered as resulting from one "accident". No one will be entitled to receive duplicate pay- ments for the same elements of "loss" under this coverage form and any Medical Payments Cover- age endorsement, Uninsured Motorists Coverage endorsement or Underinsured Motorists Coverage endorsement attached to this Coverage Part. SECTION 1I1-- PHYSICAL DAMAGE COVERAGE A. Coverage 1. We will pay for "loss" to a covered "auto" or its equipment under: a. Comprehensive Coverage From any cause except: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. b. Specified Causes Of Loss Coverage Caused by: (1) Fire, lightning or explosion; (2) Theft; (3) Windstorm, hail or earthquake; (4) Flood; (5) Mischief or vandalism; or (6) The sinking, burning, collision or de- railment of any conveyance transport- ing the covered "auto". c. Collision Coverage Caused by: (1) The covered "auto's" collision with an- other object; or (2) The covered "auto's" overturn. 2. Towing We will pay up to the limit shown in the Decla- rations for towing and labor costs incurred each time a covered "auto" of the private passenger type is disabled. However, the labor must be performed at the place of disablement. 3. Glass Breakage — Hitting A Bird Or Animal -- Falling Objects Or Missiles If you carry Comprehensive Coverage for the damaged covered "auto", we will pay for the following under Comprehensive Coverage: a. Glass breakage; b. "Loss" caused by hitting a bird or animal; and c. "Loss" caused by falling objects or missiles. However, you have the option of having glass breakage caused by a covered "auto's" colli- sion or overturn considered a "loss" under Collision Coverage. 4. Coverage Extensions a. Transportation Expenses We will pay up to $20 per day to a maximum of $600 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" Is returned to use cr we pay for its "loss". b. Loss Of Use Expenses For Hired Auto Physical Damage, we will pay expenses for which an "insured" be- comes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use ex- penses if caused by: (1) Other than collision only if the Declarations indicate that Compehen- sive Coverage is provided for any coy - red "auto"; (2) Specified Causes Of Loss only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indi- cate that Collision Coverage is pro- vided for any covered "auto". However, the most we will pay for any ex- penses for loss of use is $20 per day, to a maximum of $600. B. Exclusions 1. We will not pay for "loss" caused by or result- ing from any of the following. Such "loss" is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the "loss". Page a of 12 0 Insurance Services Office, Inc., 2009 CERT NO.: 12448413 Yanela Lopez 2/22/2012 10:22:48 AM Page 33 of 40 CA 00 01 0310 a. Nuclear Hazard (1) The explosion of any weapon employ- ing atomic fission or fusion; or (2) Nuclear reaction or radiation, or radio- active contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or de- fending against an actual or expected attack, by any govemment, sovereign or other authority using military per- sonnel or other agents; or (3) insurrection, rebellion, revolution, us- urped power or action taken by gov- ernmental authority in hindering or defending against any of these. 2. We will not pay for "loss" to any covered "auto" while used in any profession& or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being prepared for such a contest or activity. 3. We will not pay for "loss" due and confined to: a. Wear and tear, freezing, mechanical or electrical breakdown, b. Blowouts, punctures or other road damage to fires. This exclusion does not apply to such "loss" resulting from the total theft of a covered "auto". 4. We will not pay for "loss" to any of the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. b. Any device designed or used to detect speed -measuring equipment such as radar or laser detectors and any jamming apparatus intended to elude or disrupt speed -measurement equipment. c. Any electronic equipment, without regard to whether this equipment is permanently installed, that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the electronic equipment described in Paragraph c. above. 5. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: a. Permanently installed in or upon the cov- ered "auto"; b. Removable from a housing unit which is permanently installed in or upon the cov- ered "auto"; c. An integral part of the same unit housing any electronic equipment described in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. 6. We will not pay for "loss" to a covered "auto" due to "diminution in value", C. Limit Of Insurance 1. The most we will pay for "loss" in any one "accident" is the lesser of: a. The actual cash value of the damaged or stolen property as of the time of the "loss"; or b. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. 2. $1,000 is the most we will pay for "loss" in any one "accident" to all electronic equipment that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: a. Permanently installed in or upon the cov- ered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; b. Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is en integral part of that equipment; or c. An integral part of such equipment, 3. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 4, If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. CA00010310 Insurance Services Office, Inc.,2009 Page 7 of 12 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 34 of 40 D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen prop- erty will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss" caused by fire or lightning. SECTION IV — BUSINESS AUTO CONDITIONS The following conditions apply in addition to the Common Policy Conditions: A. Loss Conditions 1. Appraisal For Physical Damage Loss If you and we disagree on the amount of "loss", either may demand an appraisal of the "loss". In this event, each party will select a competent appraiser. The two appraisers will select a competent and impartial umpire. The appraisers will state separately the actual cash value and amount of "loss". If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If we submit to an appraisal, we will still retain our right to deny the claim. 2. Duties In The Event Of Accident, Claim, Suit Or Loss We have no duty to provide coverage under this policy unless there has been full compliance with the following duties: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt no- tice of the "accident" or "loss". Include: (1) How, when and where the "acc- ident" or "loss" occurred; (2) The "insured's" name and add- ress; and (3) To the extent possible, the names and addresses of any injured persons and witnesses, b. Additionally, you and any other involved "insured" must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the 'insured's" own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "uit". Cooperate with us in the investigation or settlement of the claim or defense against the "suit". (4) Authorize us to obtain medical records or other pertinent information. Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. c. If there is "loss" to a covered "auto" or its equipment you must also do the following: (1) Promptly notify the police if the covered "auto" or any of its equipment is stolen. (2) Take all reasonable steps to protect the covered "auto" from further damage. Also keep a record of your expenses for consideration in the settlement of the claim. (3) Permit us to inspect the covered "auto" and records proving the "loss" before its repair or disposition. (4) Agree to examinations under oath at our request and give us a signed statement of your answers. 3. Legal Action Against Us No one may bring a legal action against us under this coverage form until: a. There has been full compliance with all the terms of this coverage form; and b. Under Liability Coverage, we agree in writing that the "insured" has an obligation to pay or until the amount of that obligation has finally been determined by judgment after trial. No one has the right under this policy to bring us into an action to determine the "insured's" liability. 4. Loss Payment — Physical Damage Cover- ages At our option we may: a. Pay for, repair or replace damaged or sto- len property; (3) (5) Page 8 of 12 © Insurance Services Office, Inc., 2009 CERT NO.: 1244E415 Yanela Lopez 2/22/2012 10,22:48 AM Page 35 of 40 CA 00 0103 10 b. Return the stolen property, at our expense. We will pay for any damage that results to the "auto" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised value. If we pay for the "loss", our payment will include the applicable sales tax for the damaged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this coverage form has rights to recover damages from another, those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after "accident" or "loss" to impair them. B. General Conditions 1. Bankruptcy Bankruptcy or insolvency of the "insured" or the "insured's" estate will not relieve us of any obligations under this coverage form. 1 Concealment, Misrepresentation Or Fraud This coverage form is void in any case of fraud by you at any time as it relates to this coverage form. It is also void if you or any other "insured", at any time, intentionally conceal or misrepresent a material fact concerning: a. b. c. d. This coverage form; The covered "auto"; Your interest in the covered "auto'; or A claim under this coverage form. 3. Liberalization if we revise this coverage form to provide more coverage without additional premium charge, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. 4. No Benefit To Bailee — Physical Damage Coverages We will not recognize any assignment or grant any coverage for the benefit of any person or organization holding, storing or transporting property for a fee regardless of any other provision of this coverage form. 5. Other Insurance a. For any covered 'auto" you own, this cov- erage form provides primary insurance. For any covered "auto" you don't own, the insurance provided by this coverage form Is excess over any other collectible insur- ance. However, while a covered "auto" which is a "trailer" is connected to another vehicle, the Liability Coverage this cov- erage form provides for the "trailer" is: (1) Excess while it is connected to a motor vehicle you do not own. (2) Primary while it is connected to a cov- ered "auto" you own. b. For Hired Auto Physical Damage Cover- age, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "auto" you own. However, any "auto" chat is leased, hired, rented or borrowed with adriver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this coverage form's Liability Coverage is primary for any liability assumed under an "insured contract". d. When this coverage form and any other coverage form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share Is the proportion that the Limit of Insurance of our coverage form bears to the total of the limits of all the coverage forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this coverage form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credited against the final premium due and the first Named Insured will be billed for the balance, if any. The due date for the final premium or retrospective premium is the date shown as the due date on the bill. If the estimated total premium exceeds the final premium due, the first Named Insured will get a refund. b. If this policy is issued for more than one year, the premium for this coverage form will be computed annually based on our rates or premiums in effect at the beginning of each year of the policy. CA 00 01 03 10 ©Insurance Services Office, Ine.,2009 CERT NO., 12448418 Yanela Lopez 2/22/2012 10,22,48 AA Page 36 of 40 Page 9 of 12 7. Policy Period, Coverage Territory Under this coverage form, we cover "acci- dents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere in the world if: (a) (b) A covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of Americ, Puerto Rico or Canada or in a settlement we agree to. We also cover "loss" to, or "accidents" involv- ing, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this coverage form and any other coverage form or policy issued to you by us or any com- pany affiliated with us applies to the same "accident", the aggregate maximum Limit of Insurance under all the coverage forms or policies shall not exceed the highest applicable Limit of Insurance under any one coverage form or policy. This condition does not apply to any coverage form or policy issued by us or an affiliated company specifically to apply as excess insurance over this coverage form. SECTION V — DEFINITIONS A. "Accident" includes continuous or repeated expo- sure to the same conditions resulting in "bodily in- jury" or "property damage". B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer designed for travel on public roads; or C. D. 2. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equip- ment". "Bodily injury" means bodily injury, sickness or disease sustained by a person including death re- sulting from any of these. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or 2. Any claim or "suit" by or on behalf of a gov- ernmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dis- persal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that Is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the covered "au- to"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are ac- cepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Page 10 of 12 © Insurance Services Office, Inc., 2009 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22,48 AM Page 37 of 43 CA 00 01 0310 Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1) The "pollutants" escape, seep, migrate or are discharged, dispersed or re- leaseed directly from an "auto" part designed by its manufacturer to hotd, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property damage" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c, of the definition of "mobilo equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seep- age, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or per- ceived loss in market value or resale value which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". G. "insured" means any person or organization quali- fying as an insured in the Who is An Insured pro- vision of the applicable coverage. Except with re- spect to the Limit of Insurance, the coverage af- forded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. "Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; 3. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; t. J. K. 4. An obligation, as required by ordnance, to in- demnify a municipality, except in connection with work for a municipality; 5. That part of any other contract or agreement pertaining to your business (including an in- demnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily Injury" or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement: a. That Indemnifies a railroad for "bodily in- jury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; b. That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; or c. That holds a person or organization en- gaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. "Leased worker' means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm to perform duties related to the conduct of your business, 'Leased worker" does not include a "temporary worker". "Loss" means direct and accidental loss or damage. "Mobile equipment" means any of the following types of land vehicles, including any attached ma- chinery or equipment: CA 00 01 03 10 ©Insurance Services Office, Inc.,2009 Page 11 of 12 CERT NO.: 12448410 Yanela Lopez 2/22/2012 10:22:48 AM Page 38 of 40 1. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. Vehicles maintained for use solely on or next to premises you own or rent; 3. Vehicles that travel on crawler treads; 4. Vehicles, whether self-propelled or not, main- tained primarily to provide mobility to perma- nently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equipment such as graders, scrapers or rollers; 5. Vehicles not described in Paragraph 1., 2., 3. or 4. above that are not self-propelled and are maintained primarily to provide mobility to per- manently attached equipment of the following types: a. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting and well -servicing equipment; or b. • Cherry pickers and similar devices used to raise or lower workers; or 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not construc- tion or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and c. Air compressors, pumps and generators, including spraying, welding, building clean- ing, geophysical exploration, lighting or well -servicing equipment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". L. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. M. "Property damage" means damage to or loss of use of tangible property. N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or "property damage"; or 2. A "covered pollution cost or expense'; to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the "insured" must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- ployee" on leave or to meet seasonal or short- term workload conditions. P. "Trailer" includes semitrailer. Page 12 of 12 0 Insurance Services Office, Inc., 2009 CERT NO.: 12448418 Yanela Lopez 2/22/2012 10:22:48 AM Page 39 of 40 CA 00 01 03 10 THIS DOCUMENT HAS A TRUE DOCUCHECKTM' WATERMARK AND VISIBLE FIBERS DISCERNIBLE FROM BOTH SIDES BUS DESCRIPTION BUSINESS ADDRESS BUSINESS NAME ATTN: MAILING ADDRESS NON TRANSFERABLE 90205 BUSINESS LICENSE CERTIFICATE CITY OF NATIONAL CITY PURSUANT TO CITY ORDINANCE THIS LICENSE IS HEREBY GRANTED FOR THE TERM & PURPOSE STATED Date of Expiration: 12/31/2012 CALIFORNIA 5725 KEARNY VILLA RATIONAL Orr STEM ANDERSON AUDO VISUAL SANedinef NC 5725 KEARNY VILLA RD STE M SAN DIEGO, CA 92123-1134 POST IN A CONSPICUOUS PLACE City Manager THIS DOCUMENT IS ALTERATION PROTECTED AND REFLECTS FLUORESCENT FIBERS UNDER UV LIGHT KEEP FOR YOUR RECORDS BUSINESS TAX RECEIPT License No. 90205 A $135.00 TOTAL $135.00 9 XNCORPOR7'ED July 19, 2012 Mr. Darren Hammersla Anderson Audio Visual — San Diego, Inc. 5725 Kearny Villa Road, Suite M San Diego, CA 92123-1134 Dear Mr. Hammersla, OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax On May 156, 2012, an Agreement was entered between the City of National City and Anderson Audio Visual — San Diego, Inc. We are enclosing for your records a fully executed original Agreement. Sincerely, Michael R. Dalla, CMC City Clerk Enclosure cc: Police Dept.