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HomeMy WebLinkAbout2013 CON American Emergency Products/Soncell North America - NCPD Vehicles Build-OutAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND AMERICAN EMERGENCY PRODUCTS (AEP)/SONCELL NORTH AMERICA COMPANY THIS AGREEMENT is entered into this 17th day of October , 2013, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and AMERICAN EMERGENCY PRODUCTS (AEP)/SONCELL NORTH AMERICAN COMPANY, an emergency speciality vehicle builder (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide build out of police and speciality police vehicles. WHEREAS, the CITY has determined that the CONTRACTOR is an emergency speciality builder and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR, and the CON i'RACTOR agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit "A" ($5,978.53) and Exhibit "B" ($381.50). The POLICE DEPARTMENT also will have CONTRACTOR perform vehicle buildouts, graphics as directed by the POLICE DEPARTMENT and other projects as directed by the CHIEF OF POLICE ($8,000.00). The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CON 1'RACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 20% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Captain David Espiritu 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 1 City's Standard Agreement-2011 revision overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Adam Serr thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall not exceed $14,360.03. This not to exceed amount includes the specific scope of services set forth in Exhibit "A" totaling $5,978.53 and Exhibit "B" totaling $381.50, for the term of this Agrreement and up to the remaining balance ($8,000.00) for additional vehicle buildouts and graphics as set forth in Section 2a of the Agreement (Scope of Services) during the term of the Agreement. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. Monthly invoices will be process for payment and remitted with thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibits "A" and "B", as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on September 1, 2013. The duration of this Agreement is for the period of September 1, 2013 through September 30, 2014. 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 shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. 2 City's Standard Agreement-2011 revision The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR, Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, 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 SUBCON FRACTORS, 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(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The 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 CON TRACTOR and each of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 3 City's Standard Agreement-2011 revision 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 CON TRACTOR 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 CON TRACTOR 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 CON TRACTOR 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. 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 4 City's Standard Agreement -2011 revision CON TRACTOR 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 14, 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 15. 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 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 SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: 5 City's Standard Agreement-2011 revision A. j If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement and an umbrella liability policy of $5,000,000 . The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S 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. 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. G. Insurance shall be written with only California admitted companies that 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. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the taints of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and 6 City's Standard Agreement-2011 revision 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 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 7. 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 7 City's standard Agreement-201 L revision 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: Chief of Police National City Police Department 1200 National City Boulevard National City, CA 91950-4302 To CONTRACTOR: AEP California, LLC 10729 Wheatlands Avenue Santee, CA 92071 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 City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. 8 City's Standard Agreement —2011 revision ❑ 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 22 by the CONIRAC'1'OR. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. 9 City's Standard Agreement-2011 revision 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 Leslie Deese, City Manager APPROVED AS TO FORM: 'Iva City A AMERICAN EMERGENCY PRODUCTS (AEP) (Corporation — signatures of two corporate officers) (Partnership — one signature) (Sole proprietorship one si, By:i.--�— By: (Name �fiv (Print) C. (=� (Title) 10 City's Standard Agreement-201I revision AEP California LLC 10729 Wheatlands Avenue Santee CA 92071 NAME/ADDRESS National City Police Department Attn: LT David Espiritu, (619) 336-4491 1200 National City Blvd National City, CA 91950-6530 URCHASE ORDER td TERMS QUOTE VALID ITEM Build SW8AAAA CCSRNTA3 ETSS100D ELUC2SOIOR ELUC2S010A 7I60-0220 7160-0177 DS-LOWER-7 Net 30 REP VEHICLE Quote DATE Quote # 7/11/2013 SD-2814 Build Type 8/31/2013 AS Tacoma CSO DESCRIPTION Contact Name: LT David Espiritu, (619) 336-4491 Make: Toyota Model: Tacoma Color: White Year: 2014 Build Type: CSO Qty; (1) ***Warning Lights and PA System*** LFL Liberty SW WeCan Series Super -LED, 48.50", (4) AMBER corner LED's, (4) AMBER Front Facing Flashing LED's, 6-Lamp Directional Light, (2) LR-11 Take Downs, (2) LR-11 Alley Lights, Mount Kit of Choice CenCom Sapphire Remote Siren & Lighting Control Center with Traffic Advisor Controls, PA Mic and Mic Extension Siren Speaker, 100D Series, 100 Watts Universal Undercover LED Warning Light Insert, Red LED's, (3) Interchangeable Lens Options, 30 Flash Patterns Universal Undercover LED Warning Light Insert, Amber LED's, (3) Interchangeable Lens Options, 30 Flash Patterns Note: Program all siren tones inoperable with exception to Air Horn and PA ***Data Computer System*** Mongoose Upper Motion Attachment, Locking and Sliding Arm Telescopes from 9" to 13" and Rotates 360 Degrees with Lock Points Every 15 Degrees. Includes 0-90 Clevis Assembly Center Upper Pole Assemble, 5" Lower Pole Assembly, 7" QTY 1 2 2 1 1 Subtotal TOTAL 0.00T 1,650.00T 725.00T 138.00T 136.00T 136.00T 185.00T 48.00T 35.00T rilav02 tou for tour iwc(uart. As tour Aceouwt Mav:.a jer about our oVerwvaewt Progravwi Web Site www.SoncellNA.com Phone Number Fax Number 619-596-1925 619-596-1909 Sales Tax (9.0%) TOTAL E-Mai! Address Adam.Serr c@SonceIINA.com Page 1 EXHIBIT "A" AEP California LLC 10729 Wheatlands Avenue Santee CA 92071 NAME/ADDRESS National City Police Department Attn: LT David Espiritu, (619) 336-4491 1200 National City Blvd National City, CA 91950-6530 PURCHASE ORDER # DS-150. 7160-0230 Dockmaster AP-CG-A-S 12-WH 72-126-6 72-111-10-BK NMOKHFUDFME*25 RFE6105 TRA8063 Net 30 QUOTE' VALID 8/31 /2013 Tacoma No -Holes Drilled Computer Mounting Adapter, 2005-2013 Toyota Tacoma Adjustable support brace -Short 1 DockMaster Power Management System for Laptop Computers, 1 provides a timed "Windows" shut -down via USB connection to computer Multi Band Antenna with Cell / LTE (Verizon / AT&T) with a TNC 1 Connector and GPS with a SMA Connector, Adhesive Mount, White Universal Serial Bus 2.0 (USB) Cable, Type A to Type B, 6 foot 2 Network Patch Cable, Cat6, RT-45, 10', Black 1 Note: Includes installation of a department supplied Sierra Wireless MP Modem and Havis docking station. The modem and DockMaster will mount under the passenger seat *** Radio Communication *** Twenty -Five (25) Foot Radio Coax Cable Kit with FME Connector and 1 a NMO Mount RF Adapter, FME Male to Mini -UHF Male 1 "Phantom" 806-866 MHz, Low Profile Antenna. White 1 *** Electrical System *** Thom. lou for lour I,vtotuarl. Ariz lour Aocouvlk Mav ser about our Goverv<.v&ewt t—easi.wg Progravt! Web Site www.SoncellNA.com Phone Number 619-596-1925 Page 2 Fax Number 619-596-1909 85.00T 42.00T 185.00T 115.00T 10.00T 5. 00T 16.50T 4.50T 28.00T Quote DATE Quote # 7/11/2013 SD-2814 Subtotal Sales Tax (9.0%) TOTAL Adam.Serr@SoncellNA.com AEP California LLC 10729 Wheatlands Avenue Santee CA 92071 NAME/ADDRESS National City Police Department Attn: LT David Espiritu, (619) 336-4491 1200 National City Blvd National City, CA 91950-6530 URCHASE ORDER # Net 30 DESCRIPTION Quote 7/11/2013 SD-2814 TOTAL PP -MINI UNIVERSAL 04-... Patrol Power Mini Universal Power Distribution Center, Power Tamer 1 350.00T Timer Device, Tyco HD Master Disconnect Relay, labeled fuse panel cover and Power Distribution Wire Harness with SXL wire (SAE J1128-GXL), Custom printing for function every 6", provides connections to all emergency warning system, radio communication, and auxiliary electrical components. MISC Installation material to include loom, connectors, and hardware 1 50.00T ECVDMLTALOO LED Dome Light with Universal Mount, Red/White 1 45.00T Graphics Freight ***Graphics*** National City Graphics Package with Installation (Graphics Package TBD, Budget Amount) -Similar to police units (stripe on doors) -City seals on rear of bed sides -Tail gate similar to doors -"Community Service Officer" -Vehicle #23 475.00T ***Installation and Delivery*** Labor to install the above equipment list into a 2013 Toyota Tacoma to 15 975.02T the specifications of National City Police Department Freight ! 50.00 IAAR Iu. ou for Dour I.AGluarJ.. Aslz our AccouvL.t Ma Anger About our CjoverAWLeAt l_east.Ag Program! Web Site www.SoncellNA,com Phone Number Fax Number 619-596-1925 619-596-1909 Page 3 Subtotal Sales Tax (9.0%) TOTAL Adam.Serr@SoncelINA.com AEP California LLC 10729 Wheatlands Avenue Santee CA 92071 NAME/ADDRESS National City Police Department Attn: LT David Espiritu, (619) 336-4491 1200 National City Blvd National City, CA 91950-6530 URCHASE ORDER # TERMS QUOTE VALID 8/31/2013 ITEM DESCRIPTION Customer Supplied Equipm... REP VEHICLE Tacoma The following equipment will be supplied by National City PD for installation into the new vehicle: -(1) Motorola Dash Mount XTL Radio -(1) Sierra Wireless MP Modem -(1) liavis Docking Station 7/11/2013 Quote Build Type Subtotal $5,489.02 TWA wl2 you for our o-quay& As12, your Accouwt Mawaser about our Ctoverwvu.ewt Leas%wg Program) Web Site www.SoncellNA.com Phone Number Fax. Number 619-596-1925 619-596-1909 Page 4 Sales Tax (9.0%) $489.51 TOTAL $5,978.53 Adam.Serr@SoncelINA.com l Sales Order AEP California 10729 Wheatlands Avenue Suite C Santee, CA 92071 Phone: (619) 596-1925 Sold To: National City Police Department, City of Attn: LT David Espiritu, (619) 336-4491 1200 National City Blvd National City, CA 91950-6530 Ship To: Date May 9, 2013 Page 1 Order Number ORD0006400 National City Police Department, City of 1200 National City Blvd National City, CA 91950-6530 Reference Replacement BATT Graphics PO Number Tech Salesperson AS Order Date May 9, 2013 Ship Via Terms NET30 Year 2012 Make Armored Group Model BATT Color Green State Contract # NA City. Ord. Vendor Part Number Description Unit Price Extended Price 1.00 GRAP90001 / Graphics Replacement Shield, Qty 2 0.0000 0.00 1.00 GRAP90001 / Graphics "Stencil" Graphics for Paint Application 150.0000 150.00 1.00 GRAP90001 / Graphics Stencil for Roof "NC200" 36x36 200.0000 200.00 Comments: Parts 0.00 Labor / Services 350.00 Shipping I Misc. 0.00 Included Tax 0.00 Order Discount 0.00 Subtotal 350.00 Total sales tax 31.50 Total order 381.50 H113lr �Q AEPCA-1 OP ID: MH "�� "' CERTIFICATE OF LIABILITY INSURANCE °ATE,MM/DD/YYY"' 06/12/13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. HOLDER. THIS BY THE POLICIES AUTHORIZED IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the the terms -and -conditions ofthe_policy, certain policies may require an endorsement. certificate holder in lieu of such endorsement(s). policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to confer rights to the A statement on this certificate does not PRODUCER 480-892-8755 The Arizona Group 3325 E. Baseline Rd. 480-892-7625 Gilbert, AZ 85234 Gregory J. Okonowski NAMT CT Monica A Cantrell, CISR (NQNr o E,N_480-892-8755 A C, No): 480-892-7625 E-MAIL ADDRESS: mcantrell@arizonagroup.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Valley Forge Insurance Co 20508 INSURED AEP California LLC, AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc 750 B Street, Suite 2610 San Diego, CA 92101 rnvrDAr_ce ...-.....-.,..�— _—_ INSURER a :Cincinnati Insurance Company 10677 INSURER c: INSURER D: INSURER E: INsuRERF- - -- — -- ---- .cc vtom/ il IVUm OCK: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INER LTR TYPE OF INSURANCE ADDL INiR SUBS wvn POLICY NUMBER POLICYEFF IMM/DD/YYYYI POLICY EXP— (MM/DD/YYYY). LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL ICLAIMS LIABILITY X 4019891654 06/10/13 06/10/14 PREMISES Ea occurrence) $ 100,000 -MADE X OCCUR MED EXP (Anyone person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL 2,000,000 AGGREGATE $ GENT AGGREGATE'�LIMIT APPLIES PROT- PER: PRODUCTS - COMP/OP AGG $ 2,000,000 POLICY I JFC LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 A X ANY AUTO ALL OWNED SCHEDULED X 4019891735 06/10/13 06/10/14 BODILY INJURY (Per person) $ A AUTOS AUTOS NON -OWNED BODILY INJURY (Per accident) $ HIRED AUTOS AUTOS PROPERTY DAMAGE (Per accident) _ $ $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS -MADE EUP0080139 04/12/13 04/12/14 AGGREGATE 5,000,000 $ DED X RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS LIABILITY Y / N WCSTATU- TORY LIMRS OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. EACH ACCIDENT $ (Mandatory in NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE $ D DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Garage Keepers 4019891735 06/10/13 06/10/14 Limit 750,000 Ded 500 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, N more space is required) The City of National City, its elected officials, officers, agents and employees are shown additional insured per form G147167 B99 12/06 with respects to general liability and per form CA2049 02/99 with respects to business auto. CERTIFICATE HOLDER CANCELLATION CITY() City of National City Att: Ronni Zengota 1200 National City Blvd SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. National City, CA 91950 AUTHORIZED REPRESENTATIVE Monica A. Cantrell I1/Irrrr/A' pOthln•i/ ACORD 25 (2010/05) ©1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA G- 147167•1399 (Ed. 12/06) NA G-147187-B99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement muddies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an addteonel Insured on ally other endorsement now or hereafter attached to the Coverage Part. 1. ADDITIONAL INSURED- BLANKET VENDORS WHO IS AN INSURED (Section If) Is amended to include as an additional Insured any person or organization (referred to below as vendor) with whom you agreed, because of a wrmen contract or agreement to provide Insurance, but ally with h. "BodilyIns respect to "bodily Injury" or "properly damagearising Injury" or solepnegligy damage ofthe arisingout ofdistributed out of the as negligence of the "youreularucof are vendor for its employees oees or oear brines In the regular course of g vendoal acting of us Its beyees or anyone business, subject to the following additional on behalf. However, this exclusions: excluion does not apply to: 1. The Insurance afforded the vendor does not (1) The exceptions apply to: pit contained in Subparagraphs d. or t; or a. "Bodily injury or 'property damage' for (2) Such Inspections, adjustments, which the vendor is obligated to pay tests or servicing as the vendor has damages by reason of the assumption agreed to make or normally of liability in a contract or agreement. undertakes to make In the usual This exclusion does not apply to liability course of business, in connection for damages that the vendor would with the dllnbullon or sale of the have in the absence of the contract or products agreement: 2. This insurance does not apply to an b. Any express warranty unauthorized by insured person or organisalbn from whom you; you have acquired such products, or eny ingredient, part or container, entering Into, accompanying or containing such products. Any physical or chemical change in the product made Intentionally by the vendor, d. Repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing. or the substitution of parts under instructions nom Me manufacturer, and then repackaged In the original container, e. Any fallure to make such Inspections, adjustmeots, 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 pmduds; 1. Demonstration, Istallation, servicing or repair operations, except such Operations performed at the vendor's premises in connection with the sale of the produce G-147167-1399 (Ed. 12/06) CNA organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect la the insurance afforded these additional insureds. toe allowing additional exclusions apply: This insurance does not apply: (1) To any bcwnence which takes place after the equipment lease expires; or (2) To bodily Injury," "property damage,' or 'personal and advertising injury arising out of the sole negligence of such additional insured. My insurance provided to an additional Insured designated under paragraphs a. through g. above does not apply to "bodily injury" or "property damage- Inducted within the "products.cornpleted aperedans hazard." As respects the coverage provided under this endorsement, Paragraph 4.D. SECTION IV - COMMERCIAL GENERAL LIABIUTY CONDITIONS is deleted and replaced with die following: 4. Other insurance D. Excess Insurance Tits Insurance is excess over: Any other irsarance naming the additional insured as en Insured whether primary, excess, contingent or on any other bests unless a written contact or agreement specifically requires that this insurance be either primary or primary arid nncoMtbuting. Where required by written contract or agreement, we will consider any other Insurance maintained by the additional Insured for injury or damage covered by this endorsement to be excess and nonconbibull g with this Insurance. 3. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Paragraph 3.a. of Section II - Who Is An Insured Is deleted and replaced by the following: G-147187-Egg (Ed. 12/06) 9. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other Ming or substance by or for the vendor, or 3. This provision 1. does not apply to any vendor included as an insured by an endorsement issued by us and made a pat of this Coverage Part. 4. This provision 1, does not apply if 'bodily injury" or "property damage" Included within the 'products completed operations hazard' is excluded either by the provisions of the Coverage Pan or by endorsement 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED (Section II) is amended to include as en Insured any person or erganlzallon (caged additional Insured) desctbed In paragraphs 2.a. through 2.g. below whom you are required to add as an additional insured on this policy weer a written contract or agreement but the enter contract or agreement must be: 1. Currently In erred or becoming effective during the term of the policy; end Page l of G-147167-1399 (Ed. 12/06) Coverage under this provision is afforded only until the end of the policy period or the next anniversary of this policy's effective date after you acquire or tone the organization, whichever s earlier. 4. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANY COVERAGE A. The following Is added to Seaton 11 - Who Is An Insured: 4. You are an Insured when you had an interest in a joint venture, partnership or limited liability company which tendnaled or ended prior to or during Ms policy perlon but only to the extent of your interest in such joint venture, partnership or limited lability company. This coverage does not apply: a. Prior to the lamination dated any joint venture, partnership or limited Nobility company: or b. H there is other seed and collectible insurance purchased specifically to Insure the partnership, jolt venture or Smiled liability company_ B. The Iasi paragraph of Seaton II - Who Is An Insured is deleted and replaced by the following: Except as provided in 4. above, no person or organization is an insured with respect to the conduct of any cumenl or past partnership, palm venture or limited liability company that is not shown as a Named Insured in the Declarations. 8. PARTNERSHIP OR JOINT VENTURES Paragraph 1.b. of Section II - Who Is An Insured is deleted and replaced by the following: h. A partnership (including a limited lability partnership) or joint venture, you are an Insured. Your members, your partners, and their spouses are also insureds, but only with respell to the conduct of your business. 8. EMPLOYEES AS INSUREDS - HEALTH CARE SERVICES Foe other than a physician paragraph 2.a(1)(d) of Section II - Who Is An Insured does not apply with respect to professional health care services provided in the course of employment by you. 7. SUPPLEMENTARY PAYMENTS A. Under Section I - Supplementary Payments - Coverages A and B, Paragraph 1.D., the Smit of S250 shown for the cost of bail bads is replaced by 52,500: Page3 of 2. Executed prior to the 'bodily injury," "properly damage' or "personal injury and adverUsmg Injury," but Only the fallowing persons or organizations are additional insureds under tha endorsement and coverage provided to such additional insureds is limited as provided herein: a. Slate or Political Subdivisions A state or politica subdivision subject to the following provisions: (1) This Insurance applies only with respect to the following hazards for which the state or palace' subdivision has Issued a permit In comedian with premises you own, rent, or central and to which this Insurance applies: Is) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cella entrances, coal holes, driveways, manholes, marquee , holstawey openings. sidewalk vaults, street banners, or decorations and similar exposures; or (b) The concoction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to 'bodily Injury," 'properly damage or 'personal and advertising injury" arising out of operations performed for the state or municipality. D. Controlling Interest Any persons or argandatlons with a controlling (merest in you but only with respect to their llebaity arising out or (1) Their financial control of you; or 12) Premises they own, maintain or control while you lease or occupy these premises. This Insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured, G-147187.892 (Ed 12/08) CNA B. In Paragraph t d., the limit of 2250 shown for daily loss of earnings is replaced by 31,000. 0. MEDICAL PAYMENTS A. Paragraph 7. Medical Expense Limit, of Section III - Umits of Insurance Is deleted and replaced by the following: 7. Subject to 6. above (the Each Occurrence Limit), the Medical Expense Limit Is the most we will pay under Section - I - Coverage C for all medical expenses because of"bodily injury" sustained by eny one person. The Medical Expense Limit is the greater op )1) $15,000: or (2) The amount shown in the Declarations for Medical Expense Lime. B. The provision 8. Medial Payments) does not apply If Section 1 - Coverage C Medial Payments is excluded ether by the provisions of the Coverage Pan or by endorsement. C. Paragraph 1,a.131(2) of Section I - Coverage C - Medical Payments, Is replaced by the fallowing; The expenses are Incurred and reported to us within three years of the date of the accident; and 9. NON-OWNEDWATERCRAFT Under Section I - Coverage A - Bodily Injury and Property Damage, Exclusion 2.g„ subparagraph Ill Is deleted and replaced by the following. (2) A watercraft you do not own that is lal Less than 551eet long; end (b) Nol being used to carry persons or property for a charge. 10. NON -OWNED AIRCRAFT Exclusion 2.g. of Section I - Coverage A - Bodily Injury and Property Damage, does not apply to an aircraft you do not own, provided that 1. The peat in Command holds a currently effective certificate Issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport plat 2. ft is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. G-147167.399 (Ed.12/06) (Ed. 12/08) C. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that spedfic part of the premises leased to you and subject to the following addtionel exclusions: This insurance does not apply In; (1) Any "occurrence" which takes place after you cease to be e tenant In that premises; or (2) Structural alterations, ' new construction or demolition operations performed by or on behaa of such additional insured, d. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. The insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional Insured. e. OwneraOther Interests - Land Is Leased An owner or other interest from whom and has been leased by you but only with respect to liability edging out of the ownership, maintenance or use of that specific part of the land leased to you end subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which lakes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional Insured. Co-owner of Insured Premises A co-owner of a premises co -owned by you end covered under this Insurance but only with rasped to the co -owners liabilly as co-owner of such premises. Lessor of Equipment Any person or organisation from whom you lease equipment. Such person or Page 2 of 6 G-147167-Bee (Ed.12/Of) it. LEGAL LIABILITY - DAMAGE TO PREMISES A. Under Section I - Coverage A - Bodily Injury and Property Damage 2. Exclusions, Exclusion j. is replaced by the following. 'Properly damage' lot (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or may, for repair, replacement enhancement, restarelion or maintenance et such property for any reason, Including prevention of Injury to a person or damage to anther's property; (21 Premises you set, give away or abandon, If the "property damage' arises out of eny pan of those premises; (3) Properly loaned to you; (4) Personal property in the care, custody or control of the Insured; (S) That particular pall of real property on which you or any conlredors or subcontractors working directly or indirectly on your behalf are performkg operations, If the "properly damage eases out of those operations; or (6) That particular pat of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on IL Paragraph (2) of this exclusion does not apply If the premises are your work' and were never occupied, mined or held for rental by you. Paragraphs (1), (3) and (4) o1 this exclusion do not apply to 'property damage (other ran damage by fire) to premises" (1) ranted to you; (2) temporarily occupied by you with the permission of Me owner. or (3) to the contents of premises rented to you for a period of 7 at fewer consecutive days. A separate owe of Insurance apples to Damage To Premises Rented To You as desctted In Section III - Laces Of Insurance. Page 4 of 8 c�-Rizr CERTIFICATE OF LIABILITY INSURANCEAEPCA-1 OP ID: MH D/ I DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.I THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s), PRODUCER The Arizona Group 480-892-8755 3325 E. Baseline Rd. 480-892-7625 Gilbert, AZ 85234 Gregory J. Okonowski INSURED AEP California LLC, AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc 750 B Street, Suite 2610 San Diego, CA 92101 COVERAGES CERTIFICATE NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED ENAM DNABO EBER: FOR THE POLICY PERIOD RINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLISUBR LTR TYPE OF INSURANCE MISR wvn POLICY EFF POLICY EXP POLICY NUMBER IMMIDD/YYYY) IMMIDDIYYYY) CONT NAMEACT Monica A Cantrell, CISR PHONE EArc No Est)- 480-892-8755 ADDRESS: mcantrell@arizonagroup.com INSURER(S) AFFORDING COVERAGE INSURER A :Valley Forge Insurance Co INSURER B: Cincinnati Insurance Company INSURER C: INSURER D: INSURER E: tFAC, No): 480-892-7625 NAIC # 20508 10677 GENERAL LABILITY A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X I OCCUR GEN'L AGGREGATE LIMIT APPLIES PER; POLICY ^ I% n LOC AUTOMOBILE LIABILITY A X ANY AUTO • ■ A ALL OWNED AUTOS IRED AUTOS UMBRELLA LIAB EXCESS LIAB SCHEDULEDU� S NON -OWNED AUTOS 4019891654 4019891735 INSURER F: 06/10/13 06/10/13 06/10/14 06/10/14 LIMITS EACH OCCURRENCE $ 1,000,000 Aarrsrrrr PREMISES (Ea occurrence) $ 100,00 MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS-COMP/OP AGG $ COMBINED SINGLE LIMIT (Ea accident? BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPER DAMAGE Per accident) 5,00- 1,000,00 2,000,00 2,000,00 1,000,00- DED I X I RETENTION $ OCCUR CLAIMS -MADE WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/FYFCUTIVE Y!N OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, escribe under DESCRIPTIION OF OPERATIONS below Garage Keepers N/A EUP0080139 4019891735 04/12/13 06/10/13 04/12/14 06/10/14 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, it more space Is required) The City of National City, its elected officials, officers, agents and employees are shown additional insured per form G147167 B99 12/06 with respects to general liability and per form CA2048 02/99 with respects to I•usiness auto. *Original Issued 06/12/13 CERTIFICATE HOLDER WC STATU- OTH- Tnay i I ITS E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ E.L. DISEASE - POLICY LIMIT $ Limit Ded 750,000 500 City of National City Aft: Ronni Zengota 1200 National City Blvd National City, CA 91950 ACORD 25 (2010/05) CITYO CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Monica A. Cantrell r r latatt, ! nw .., n,s , f0 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks ofACORD AEP California LLC, AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc C7VA Policy No: 4019891654 G-147167-B99 (Ed. 12/06) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Coverage Part. 1. ADDITIONAL INSURED — BLANKET VENDORS h. "Bodily injury" or 'property damage" WHO IS AN INSURED (Section II) is amended to arising out of the sole negligence of the include as an additional insured any person or vendor for its own acts or omission or organization (referred to below as vendor) with whom those of Its employees or anyone else you agreed, because of a written contract or acting on its behalf. However, this agreement to provide insurance, but only with respect exclusion does not apply to: to "bodily injury" or "property damage" arising out of (1) The exceptions contained in your products' which are distributed or sold in the Subparagraphs d. or f.; or regular course of the vendor's business, subject to the following additional exclusions: (2) Such inspections, adjustments, tests 1. The insurance afforded the vendor does not or servicing as the vendor has agreed apply to: to make or normally undertakes to make In the usual course of a. 'Bodily injury" or 'property damage' for business, in connection with the which the vendor Is obligated to pay distribution or sale of the products. damages by reason of the assumption of 2. This insurance does not apply to any insured liability in a contract or agreement. This person or organization, from whom you have exclusion does not apply to liability for acquired such products, or any ingredient, damages that the vendor would have in part or container, entering into, accompanying the absence of the contract or agreement; or containing such products. b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. 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; 3. This provision 1. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. 4. This provision 1. does not apply if "bodily injury" or 'property damage' included within the "products -completed operations hazard" is excluded either by the provisions of the Coverage Part or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS e. Any failure to make such inspections, WHO IS AN INSURED (Section II) is amended to adjustments, tests or servicing as the include as an insured any person or organization vendor has agreed to make or normally (called additional insured) described in paragraphs undertakes to make in the usual course of 2.a. through 2.g. below whom you are required to add business, in connection with the as an additional insured on this policy under a written distribution or sale of the products; contract or agreement but the written contract or I. Demonstration, installation, servicing or agreement must be: repair operations, except such operations 1. Currently in effect or becoming effective performed at the vendor's premises in duringthe term of this policy;and connection with the sale of the product; g. 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 G-147167-B99 (Ed. 12/06) 2. Executed prior to the 'bodily injury,' 'property damage" or 'personal injury and advertising injury; but Only the following persons or organizations are additional insureds under this endorsement and Page 1 of 6 AEP California LLC, AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc Policy No: 4019891654 G-147167-B99 (Ed. 12/06) coverage provided to such additional insureds is limited as provided herein: a. State or Political Subdivisions A state or political subdivision subject to the following provisions: (1) This Insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (2) This Insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has Issued a permit. This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury' arising out of operations performed for the state or municipality. b. Controlling interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional Insured. c. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: G-147167-B99 (Ed. 12106) g• This Insurance does not apply to: (1) Any 'occurrence' which takes place after you cease to be a tenant In that premises; or (2) Structural alterations, ' new construction or demolition operations performed by or on behalf of such additional insured, d. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by .or for such additional insured, e. Owners/Other Interests — Land Is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any 'occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or. on behalf of such additional insured. f. Co-owner of Insured Premises A co-owner of .a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability as co-owner of such premises. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an Insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. Page 2 of 6 AEP California LLC, AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc Policy No: 4019891654 0-147167-B99 (Ed. 12/06) aas With respect to the Insurance afforded these additional Insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence' which takes place after the equipment lease expires; or (2) To 'bodily injury," 'property damage,' or "personal and advertising injury' arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs a. through g. above does not apply to 'bodily injury" or "property damage' included within the "products -completed operations hazard.' As respects the coverage provided under this endorsement, Paragraph 4.b. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIoNs Is deleted and replaced with the following: 4. Other Insurance b. Excess insurance This insurance is excess over: Any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other basis unless a written contract or agreement specifically requires that this insurance be either primary or primary and noncontributing. Where required by written contract or agreement, we will consider any other insurance maintained by the additional Insured for injury or damage covered by this endorsement to be excess and noncontributing with this insurance. 3. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Paragraph 3.a. of Section II — Who Is An Insured is deleted and replaced by the following: Coverage under this provision is afforded only until the end of the policy period or the next anniversary of this policy's effective date after you acquire or form the organization, whichever is earlier. 4. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANY COVERAGE A. The following is added to Section II — Who is An insured: 4. You are an insured when you had an interest in a joint venture, partnership or limited G-147167-899 (Ed. 12/06) ERVICES For other than a physician, paragraph 2.a(1)(d) of action II — Who is An Insured does not apply with aspect to professional health care services provided n the course of employment by you. 7. UPPLEMENTARY PAYMENTS liability company which terminated or ended prior to or during this policy period but only to the extent of your Interest in such Joint venture, partnership or limited liability company. This coverage does not apply: a. Prior to the termination date of any joint venture, partnership or limited liability company; or b. If there is other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. B. The last paragraph of Section II — Who Is An Insured is deleted and replaced by the following: Except as provided in 4. above, 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. 5. PARTNERSHIP OR JOINT VENTURES Paragraph 1b. of Section II — Who Is An Insured is deleted and replaced by the following: b. A partnership (including a limited liability partnership) or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. 6. EMPLOYEES AS INSUREDS — HEALTH CARE S S r 1 S A. 8. M A Under Section i — Supplementary Payments — Coverages A and B, Paragraph 1.b., the limit of $250 shown for the cost of bail bonds is replaced by $2,500: B. In Paragraph 1.d., the limit of $250 shown for daily loss of earnings is replaced by $1,000. EDICAL PAYMENTS . Paragraph 7. Medical Expense Limit, of Section III — Limits of Insurance is deleted and replaced by the following: 7. Subject to 5. above (the Each Occurrence Limit), the Medical Expense Limit Is the most we will pay under Section — I — Coverage C for all medical expenses because of 'bodily injury" sustained by any one person. The Medical Expense Limit Is the greater of: Page 3 of 6 AEP California LLC, AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc Policy No: 4019891654 G-147167-B99 (Ed. 12/06) (1) $15,000; or (2) The amount shown in the Declarations for Medical Expense Limit. B. This provision 8. (Medical Payments) does not apply If Section I — Coverage C Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. C. Paragraph 1.a.(3)(2) of Section I — Coverage C — Medical Payments, is replaced by the following: The expensesare incurred and reported to us within three years of the date of the accident; and 9. NON -OWNED WATERCRAFT Under Section I — Coverage A — Bodily Injury and Property Damage, Exclusion 2.g., subparagraph (2) is deleted and replaced by the following. (2) A watercraft you do not own that is: (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge. 10. NON -.OWNED AIRCRAFT Exclusion 2.g. of Section I — Coverage A — Bodily Injury and Properly Damage, does not apply to an aircraft you do not own, provided that: 1. The pilot in command holds a currently effective certificate Issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. It is rented with a trained, paid crew; and 3. It does not transport persons or cargo for a charge. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under Section I — Coverage A — Bodily Injury and Property Damage 2. Exclusions, Exclusion I. Is replaced by the following. 'Property damage' to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's properly; (2) Premises you sell, give away or abandon, if the "property damage' •G-147167-699 (Ed. 12/06) 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; That particular part of real property on which you or any contractors or subcontractors 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 performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work' and were never occupied, rented or held for rental by you. Paragraphs (1), (3) and (4) of this exclusion do not apply to 'property damage" (other than damage by fire) to premises: (1) rented to you; (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of Insurance applies to Damage To Premises Rented To You as described In Section Ill — Llmfts Of Insurance. Paragraphs (3), (4), (5) and (6) of this exclusion 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.' B. Under Section I — Coverage A — Bodily Injury and Property Damage the last paragraph of 2. Exclusions Is deleted and replaced by the following. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented -to you for a period of 7 or fewer consecutive days. (5) Page 4 of 6 AEP California LLC, AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc Policy No: 4019891654 G 147167-B99 (Ed. 12/06) I r� 0 A separate limit of Insurance applies to this coverage as described in Section III — Limits Of insurance. C. Paragraph 6. Damage To Premises Rented To You Limit of Section Ili — Limits Of Insurance is replaced by the following: 6. Subject to 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most we will pay under Section — I — Coverage A for damages because of 'property damage" to any one premises while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, The Damage To Premises Rented To You Limit is thegreater of: a. $200,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. D. Paragraph 4b.(1Xb) of Section IV — Commercial General Liability Conditions is deleted and replaced by the following: (b) That Is property Insurance for premises rented to you or temporarily occupied by you with the permission of the owner; or E. This provision 11. (LEGAL LIABILITY — DAMAGE TO PREMISES) does not apply if Damage To Premises Rented To You Liability under Section I — Coverage A is excluded either by the provisions of the Coverage Part or by endorsement. 12. BROAD KNOWLEDGE OF OCCURRENCE The following is added to paragraph 2. of Section IV — Commercial General Liability Conditions — Duties In The Event of Occurrence, Offense, Claim or Suit: You must give us or our authorized representative notice of an 'occurrence," offense, claim, or 'suit' only when the 'occurrence,' offense, claim or 'suit" is known to : G-147167.B99 (Ed. 12/06) (1) You, if you are an individual; (2) A partner, If you are a partnership; (3) An executive officer or the employee designated by you to give such notice, if you are a corporation; or (4) A manager, if you are a limited liability company. 13. NOTICE OF OCCURRENCE The following is added to paragraph 2. of Section IV — Commercial General Liability Conditions — Duties in The Event of Occurrence, Offense Claim or Suit: Your rights under this Coverage Part will not be prejudiced if you fall to give us notice of an 'occurrence,' offense, claim or "suit' and that failure is solely due to your reasonable belief that the 'bodily injury" or "property damage" is not covered under this Coverage Part. However, you shall give written notice of this 'occurrence,' offense, claim or 'suit" to us as soon as you are aware that this insurance may apply to such 'occurrence,' offense claim or 'suit.' 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Based on our reliance on your representations as to existing hazards, If unintentionally you should fail to disclose all such hazards at the Inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. 15. EXPANDED PERSONAL AND ADVERTISING INJURY A. The following is added to Section V — Definitions, the definition of "personal and advertising injury': h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The Insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or Indirectly related to the employment, prospective employment, past employment or termination of employment of any person or persons by any insured. B. Exclusions of Section I — Coverage B —Personal and Advertising Injury Liability is amended to include the following: p. Discrimination Relating To Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Page 5 of 6 AEP California lli ornia 1C(i AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc 4 G-147167-B99 (Ed. 12/06) q. Fines Or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. C. This provision 15. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply to discrimination or humiliation committed in the states of New York or Ohio. Also, EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE does not apply to policies issued in the states of New York or Ohlo. D. This provision 15. (EXPANDED PERSONAL AND ADVERTISING INJURY COVERAGE) does not apply If Section I — Coverage B — Personal And Advertising Injury Liability is excluded either by the provisions of the Coverage Part or by endorsement, 16. BODILY INJURY Section V — Definitions, the definition of 'bodily injury' Is changed to read: 'Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental Injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. G-147167•B99 (Ed. 12/06) 17. EXPECTED OR INTENDED INJURY Exclusion a. of Section I — Coverage A — Bodily Injury and Property Damage Liability is replaced by the following: a. "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. 18. LIBERALIZATION CLAUSE If we adopt a change in our forms or rules which would broaden coverage under this endorsement without an additional premium charge, your policy will automatically provide the additional coverages as of the date the revision is effective in your state. 19. PROPERTY DAMAGE — ELEVATORS With respect to Exclusions of Section I — Coverage A, paragraphs (3), (4) and (6) of Exclusion J. and Exclusion k. do not apply to the use of elevators. The insurance afforded by this provision 19. is excess over any valid and collectible property insurance (including any deductible) available to the insured, and the Other Insurance Condition is changed accordingly. Page 6of6 AEP California LLC, AEP North America LLC, Soncell North America Inc, TW Mobile Engineering Technologies Inc POLICY NUMBER: 4019891735 COMMERCIAL AUTO CA 20 48 02 99 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provi- sion of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indi- cated below. Endorsement Effective: Named Insured: See Above Countersigned By: SCHEDULE (Authorized Representative) Name of Person(s) or Organization(s): The City of National City, its elected officials, officers, agents and employees (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the Coverage Form. CA 20 48 02 99 Copyright, Insurance Services Office, Inc., 1998 Page 1 of 1 ❑ ivTi,"" CERTIFICATE OF LIABILITY INSURANCE °"Totes/13""' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIF CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. CATE HOLDER. THIS BY THE POLICIES AUTHORIZED IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Aon Risk Services, Inc of Florida 1001 Brickell Bay Drive, Suite #1100 Miami, FL 331314937 CONTACT NAME: Aon Risk Services, Inc of Florida PHONE FAX (NC No, Ext): 800-743-8130 (A/C, No): 800-522-7514 EMAIL ADDRESS: ADP.COI.Center(Aon.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : National Union Fire Ins Co of Pittsburgh 19445 INSURED ADP TotalSource FL XVII, Inc. 10200 Sunset Drive Miami, FL 33173 UGF AEP - California 10729 Wheatlands Ave Santee, CA 92071 cfVFRnr,FC ,GrITIGI, A TIC e11,._e1_. _ INSURER B INSURER C INSURER D : INSURER E INSURER F : rtCVIAIUN NUM[StH;: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS INSR OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. LTR TYPE OF INSURANCE ADDL INSR SUER WVD POLICY NUMBER POLICY EFF IMMIDD/YYYY) POLICY EXP (MMIDONYYY LIMITS � GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATEATLIMIT APPLIES PER: — POLICY I I PROJECT I f LOC AUTOMOBILE LIABILITY "tOMBINED SINGLE LIMIT accident) cciditleM) $ ANY AUTO ALL OWNED — SCHEDULED BODILY INJURY (Per person) $ AUTOS — AUTOS NON -OWNED BODILY INJURY (Per accident ) $ _ HIRED AUTOS AUTOS PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB ^ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DEC I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE WC 015687597 CA 07/01/13 07/01/14 WC STATU- OTH- X TORY LIMITS ER OFFICER/MEMBER EXCLUDED? (Mandatory In NH) NIA X E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) All worksite employees working for the above named G ent company, paid under ADP TOTAL SOURCE, INC's payroll, are covered under the above s Sled policy. WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS RESPECTS OF JOB PERFORMED BY AEP - CALIFORNIA AS REQUIRED BY WRITTEN CONTRACT. CFRTIGICAre Ling neo CANCELLATION City of National City 1200 National City Blvd National City, CA 919504301 ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE (loft ,LSX 8etv1Ce9, Y1LC a for otidd © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. (The following" attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement. Effective on 08/06/2013 at 12:01 AM, forms a part of Policy No. WC 015687597 Issued to: ADP TotalSource FL XVII, Inc. 10200 Sunset Drive Miami, FL 33173 L/C/F AEP - California 10729 Wheatlands Ave Santee, CA 92071 Premium: N/A By: National Union Fire Ins Co of Pittsburgh 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 engaged in the work described in the Schedule. The additional premium for this endorsement shall be Additional Premium Percent% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization City of National City 1200 National City Blvd National City, CA 91950-4301 WC 04 03 06 Countersigned by (Ed. 4-84) Authorized Representative OtyVI, (.y �ipUHumm�.�,��,�non1110� CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk AMERICAN EMERGENCY PRODUCTS (AEP) SONCELL NORTH AMERICA Build Out of Police and Specialty Police Vehicles Greg Seward (Police) Forwarded Copy of Agreement to American Emergency Products (AEP) / Soncell North America