HomeMy WebLinkAbout2014 CON Blue Violet Networks - Police Department Security CamerasAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
BLUE VIOLET NETWORKS
THIS AGREEMENT is entered into this 17th day of February, 2014, by and between the
CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and BLUE VIOLET
NETWORKS, a General Partnership (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to replace malfunctioning
security cameras providing perimeter and internal security at the National Police Department,
1200 National City Blvd.
WHEREAS, the CITY has determined that the CONSULTANT is a provider of business
communications, data solutions, and IP video surveillance systems, and is qualified by
experience and ability to perform the services desired by the CITY, and the CONSULTANT is
willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the
CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth
in the attached Exhibit "A".
The CONSULTANT 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 CONSULTANT shall keep staff and City Council advised of the
progress on the Project.
The CITY may unilaterally, or upon request from the CONSULTANT, from time
to time reduce or increase the Scope of Services to be performed by the CONSULTANT under
this Agreement. Upon doing so, the CITY and the CONSULTANT 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 15 % from the
base amount.
1 City's Standard Agreement —2011 revision
3. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is
designated as the Project Coordinator for the CITY and will monitor the progress and execution
of this Agreement. The CONSULTANT shall assign a single Project Director to provide
supervision and have overall responsibility for the progress and execution of this Agreement for
the CONSULTANT. Ladd Nelson thereby is designated as the Project Director for the
CONSULTANT.
4. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on monthly billings covering 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 $23,930.51, consistent with the
schedule given in Exhibit "A" (the Base amount) without prior written authorization from the
Project Coordinator. Monthly invoices will be processed for payment and remitted within thirty
(30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit "A
", as determined by the CITY.
The CONSULTANT 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 CONSULTANT and the City cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONSULTANT in this
Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10)
business days, the CONSULTANT 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 CONSULTANT.
6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement
will become effective on February 17, 2014. The duration of this Agreement is for the period of
February 17, 2014 through June 30, 2014.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONSULTANT 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 CONSULTANT hereby
assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
2 City s standard Agreement —201 1 revision
prepared under this Agreement, except upon the CITY' S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT
shall, upon request of the CITY, execute any further document(s) necessary to further effectuate
this waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S
written work product for the CITY'S purposes, and the 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 CONSULTANT shall relieve the CONSULTANT 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 CONSULTANT nor the CONSULTANT'S
employees are employees of the CITY, and are not entitled to any of the rights, benefits, or
privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy-
ment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT'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 CONSULTANT and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONSULTANT without the prior written consent of the
CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or
hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem
necessary for the proper and efficient performance of this Agreement. All agreements by
CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(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 CONSULTANT or any of the CONSULTANT'S employees,
except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or
employees are not in any manner agents, servants, or employees of the CITY, it being understood
that the CONSULTANT its agents, servants, and employees are as to the CITY wholly
independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely
such as are prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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
3 City's Standard Agreement —2011 revision
of National City, whether now in force or subsequently enacted. The CONSULTANT and each
of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business
license prior to and during performance of any work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. The CONSULTANT represents and covenants that the
CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the term of
this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under similar
conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT'S employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this Agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONSULTANT'S professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONSULTANT 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
CONSULTANT has notified the CITY otherwise, the CONSULTANT 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 CONSULTANT to use due diligence
under this sub -paragraph will render the CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 City's Standard Agreement —2011 revision
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT 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 CONSULTANT, hereafter disclosed in publicly
available sources of information; (iii) is already in the possession of the CONSULTANT without
any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the
CONSULTANT 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 CONSULTANT 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
CONSULTANT 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.
CONSULTANT 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 CONSULTANT 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 CONSULTANT'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 CONSULTANT 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 CONSULTANT under this Agreement.
5 City's Standard Agreement —2011 revision
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and
maintain throughout the term of this Agreement, the following checked insurance policies:
A. n 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. 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 CONSULTANT'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 CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT 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 CONSULTANT 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 CONSULTANT does not keep all of such insurance policies in
full force and effect at all times during the terms of this Agreement, the CITY may elect to treat
the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
6 City's Standard Agreement —201 I revision
I. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
l 8. 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
CONSULTANT. During said 60-day period the CONSULTANT 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
CONSULTANT 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 CONSULTANT 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 CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for
7 City's Standard Agreement —2011 revision
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 CONSULTANT'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 tiling of a petition in bankruptcy affecting the CONSULTANT; (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
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:
Ron Williams
IT Manager
Administrative Services
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To CONSULTANT:
Ladd Nelson
Security Engineering and Business Development
Blue Violet Networks
215 Baker Street East, Suite 150
Costa Mesa, CA 92626
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 CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
8 City's Standard Agreement-2011 revision
City of National City. The CONSULTANT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANT has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall
at all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT 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
CONSULTANT has a financial interest as defined in Government Code Section 87103. The
CONSULTANT 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 CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk
of the City of National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the
CONSULTANT.
23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3,
1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates
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.
9 City's Standard Agreement —2011 revision
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.
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
ROVED AS TO FORM:
Cl
City Att
va
BLUE VIOLET NETWORKS
(Corporation —signatures of two corporate officers)
(Partnership f` ne sig ature)
(Sole proprie rs ip — ne signature)
By:
(Name
(Print)
E G,
(Title)
10
City's Standard Agreement --2011 revision
EXHIBIT A
BLUE VIOLET NETWORKS will provide and install:
1. (4) 3.0 Mega Pixel bullet cameras (12th St Prk Ent, Basement Prk Ent N, Basement Prk Ent
S, PD Upper Prk),
2. (1) 5.0 Mega Pixel bullet camera (PD Main Ent(3)
3. (2) 1.0 Mega Pixel Pin hole cameras(Interview Room A, Interview Room B)
4. (1) Replacement Radio array (4th St PTZ, 5th St PTZ, 7th St PTZ, 8th St PTZ)
BLUE VIOLET NETWORKS will also supply (7) Coax to Ethernet converters. The holding cell
cameras will be fitted to the existing fake smoke detector mounts and the microphones relocated
for better acoustics.
Part Number
Product Description
Qty
Products
5.0-H3-B01-IR
5.0 Megapixel 9-22mm f/1.2 P-Iris lens, Integrated IR
1
3.0W-H3-B01-IR
3.0 Megapixel 3-9mm f/1.2 P-Iris lens, Integrated IR
4
H3-BO-JB
Junction box for the H3-BO-IR HD Bullet Cameras
5
C2E-P
Coax to Ethernet converters
7
P8514
1.0 Megapixel Pinhole Camera with Discrete mount
2
WESII-KT
Radio
1
ESUL5P-D
Hardened 5 Port switch
1
DR120-48
POE power supply
1
ATTABOX
Enclosure
1
BLUE VIOLET
NETWORKS -Cable
BLUE VIOLET NETWORKS Cable
2
Materials
1.00
$15,945.43
TAX
9.014
$1435.08
Labor
$6,400.00
$6,400.00
Shipping
Total
$150.00
$150.00
$23,930.51
12
City's Standard Agreement —2011 revision
Ron Williams
From: Ed Garbo
Sent: Tuesday, February 18, 2014 3:27 PM
To: Ayesha Whitlow
Cc: Ron Williams
Subject: RE: Insurance Certificates
Ayesha,
We have reviewed the attached insurance certificate and endorsement and Risk Management has approved them as
being adequate for this project.
Please let me know if you require anything further.
Ed Garbo
Risk Management
City of National City
From: Ayesha Whitlow[mailto:Awhitlow@blueviolet.net]
Sent: Tuesday, February 18, 2014 3:10 PM
To: Ed Garbo
Subject: FW: Insurance Certificates
FYI
From: Ayesha Whitlow
Sent: Wednesday, February 05, 2014 9:23 AM
To: 'rwilliams@nationalcityca.gov'
Subject: FW: Insurance Certificates
Hello Ron, as requested please see attached certificate.
Thanks
Aye4ha.141htt
Accounts Receivable
PH: 714.754.4000 Ext: 115
Awhitlow(cablueviolet.net
Blue Violet Networks
i
From: Debbie McAulay
Sent: Wednesday, February 05, 2014 7:26 AM
To: Ayesha Whitlow
Subject: FW: Insurance Certificates
Hi Ayesha,
Can you take care of this?
Debbie McAulay
Accounting Manager
Blue Violet Networks
215 E. Baker Street, Suite 150
Costa Mesa, CA 92626
E: dmcaulav(c�bluevioletnetworks.com
P: (714) 754-4000 x 250
F: (714) 708-9450
From: Ladd Nelson
Sent: Tuesday, February 04, 2014 4:35 PM
To: Debbie McAulay
Subject: FW: Insurance Certificates
Hi Debbie,
National City would like to get an updated insurance document.
Best regards,
Ladd Nelson
Security Engineering and Business Development
Blue Violet Networks
215 Baker St. East
Costa Mesa CA, 92626
(714) 754-4000 office
(714) 540-1900 fax
(714) 708-9447 direct
(949) 887-3574 cell
(775)259-7734 efax
ladd@blueviolet.net
www.bluevioletnetworks.com
C.L.#617269
From: Ron Williams[mailto:rwilliams@nationalcityca.gov]
Sent: Tuesday, February 4, 2014 4:27 PM
To: Ladd Nelson
Subject: Insurance Certificates
2
Ladd,
Can you provide your updated version of the attached certificates? Thanks..
ACORD
Client*: 574591 BLUEVIOL
CERTIFICATE OF LIABILITY INSURANCE
DATE (MWDOIYYYY)
12/19/2013
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT. AFFIRMATIVELY. OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER,
IMPORTANT: 11 the certificate holder Is en ADDITIONAL INSURED, the polfcy(lee)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(,).
PRODUCER
Hub International
HUB Mt.! Insurance Serv. Inc.
6701 Center Dr West 61500SS
Los Angeles, CA 9D045
rW�pN[
ABACr Denise Livingston
maj. 310-588-5917 1 Imo, ) 310.494.5981
NSURER(ejAFFORDNO COVERAGE
NAME
INSURER A: Travelers Casualty & Surety Co
31194
INSURED
Blue Violet Networks
215 E, Baker Street, Suite f 50
Costa Mesa, CA 92626
NSURER R, Travelers Property Casualty Co
25674
INSURER c: Travelers Indemnity Co of CT I25682
INSURERD:
INSURER E:
INSURER F :
COVERAGES
CERTIFICATE NUMBER:
REVISION NU
ER:
TH5 IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR 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. LIMNS SHOWN MAY HAVE BEEN BYpPAPAID CLLAIMS.
MISR
L
TYPE DF NSURANCE
IINR�MO
POLICY NURSER
yREEDUCED
Lgaa7 Y�}
7
Laf11DDiYYW7
UNITS
A
GENERALUABIUTY
X
COU RCIAA .G1NER.LIABILITY
ZLP14P10948
12/14/2013
12/14/2014
EACH
s1,000,000
�OECCTURRENCE
••a"iJ�ISES5grog,Ege.ural
6300,000
WO EXP Oily are peen)
;12 000
CLANS.MADE LXJ. OCCUR
PERSONAL &.ACM INJURY
51,000,000
.._
_
62,000,000
GENERAL AGGREGATE
PRODUCTS- COUP)OPAGG
s2,0110,000
OENL AGGREGATE
' AI POLICY
I..IMIT APPLIES PER:
P
I- Te: I 1 LOC
$
C
AUTOMOBILE
X
—
X
LABILITY
ANY AUTO
ALL OWNED
—
X09NHED
SCHEMA.ED
AUTOS
BA8342P655
12/1412013
1211'4/2014
F N;ci'IN(3IELIMIT
I11,000,000
EMORY INJURY tFer moon)
$
BODILY EIURY (Par eccbara)
S
PF'I.5
B
X
UMBRELLALIAS
EXCESS L1
X
OCCUR
CLAMS DE
ZUP14P2178A
12/14/2013
12/14/2014
EACH OCCURRENCE
$5,000,000
AGGREGATE
:: $5,000,000
S
OED ! 'RETENTION I
B
WORKERS COMPENSATION
AKI PERRMppPLOYERS• LIABILITY
OFFICEWLIEA�ER Erl ED D CUTrtk' YN
e Wary IeNH)
ge1wr RK'waaroaTKN COPERATINJS bah.
OES( E
NIA
HJUB8698C789
12/14/2013
12/14/2014
X TeVyT,A v lTi°aN
E: L. EACH ACCIDENT
51,000,000
EL.GISFASF•EAEMPLOYEE
51,000,000
E.L. DISEASE . PCLiCY.LIMIT
81,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Math ACORD 10t, Adda bard Remo** Sahadule, If mon Apace Is MaPIR )
The City of National City, its elected officials officers, agents, and employees as Additional Insured per
form #CGD4170706. Insurance Is Primary and Non-ContrIbutory per form I/C(30250708. Waiver of Subrogation
applies perform #CGD4170708 and #ANC990376.
NCELtATION
City of National CitySHOULD
c/o City Attorneys Office
1243 National City Blvd
National City, CA 91950
ANY ABE BEFO
THE EXPIRATTIIONHE DATE�THEREOFF, NOTICEI ES W1LL BE CANCELLED DEUVERED W
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
O 10884010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010i115) 1 of 1 The ACORD name and logo areregistered marks of ACORD
#52581971/M2581946 D041
Policy ZLP14P10948
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CRAMS THE POLICY. PLEASE READ IT CAREFULLY.
TECHNOLOGY XTEND ENDORSEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY "COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE -, Thls endorsement broadens coverage. However, cover-
age for any Injury, damage or medical exponsoe described in any of the provisions 'of this
endorsement may ha excluded or Iimiied by another endoreernerrt to this Coverage Part, end
these coverage broadenIng.provIelorns dv not apply to The ektent that coverage is excluded
or limited by such an endorsement. The following listing is o general coverage description,
only. Limitations and exclusions may apply to these coverages. Read all the provisions :of
this endorsement andthe rest of your policy carefully to determine rights, duties, and whet
is and Is not covered.
A. Reasonable Force Property Damage -
Exception To Expected 0r intended In -
Jury lixolusion
B. Non -Owned Watercraft Less Than 75
Foot
C. Aircraft Chartered With Pilot
D. Dumuyu To Premises Rented To You
E. Increased Supplementary Payments
F. Who Is An Insured- Employees And
Volunteer Warkera - First Aid
0. Who le An Insured Employees . Super-
visory Position's
H, . Who le An Insured - Newly Acquired Or
Formed CrganlzeLionns
I. Blanket Addltlonal Insured Owners,
Managers Or Lessors Of Premises
J. Blanket Additional Insured - Lessors Of
Leased Egelpment
K.
L.
M.
Blanket, Addltlonal Insured :. Persons 0r
Organizations For Your Ongoing Opera-
tions As Required By Written Contract
Or Agreement
Blanket Addltlonal insured : Broad Form
Vendors
Who Ins An Insured _ Urviariled Subsidi-
aries
Who la An Insured - Liability For Con-
duct Of Unnamed Partnerships Cr Joint
Ventures
0. Contractual Liability Raltronds
P.
tl.
Knovyj rigs And Notice Of Occurrence,
Or Offense
Unintentional Omission
Blanket Waiver Of Subrogation
PROVISIONS .
A. REASONABLE FORCE PROPERTY DAMAGE -
EXCEPTIDN TO EXPECTED. OH INTENDED
INJURY EXCLUSION
The following replaces Ekciuelon e., Ex-
pected Dr Intended injury ;In Peregeph 2.,
of •SECTION I - COVERAGES - COVERAGE
A BODILY INJURY AND PROPERTY DAMAGE
.LIABILITY:
a. Expected Or Intended Injury Or Damage
"Bodily Injury" or "property damage"
•
CG D4 17. 07.08 a 2008 The
Includes oopyrlghted material of Insurance
expected or Intended from the stand-
point of the Insured This exclusion
does not .apply • to "bodily Injury" or
"property damage" resulting from, the
use cf reasonable force to protect any.
person or property.
B. NON -OWNED WATERCRAFT LESS THAN 75
FEET.
The following replecee Paragraph 421 of
Exclusion g., Aircraft, Auto Or watercraft,
In Paragraph 2: of SECTION i
COVERAGES - COVERAGE A BODILY INJURY
Travelers Computes, inc. Pao° 1 of 6
Servtons Office, Ind with Its permlesion.'
AND PROPERTY DAMAGE LIABILITY:
(21 A watercraft you do not own that
Is:
(a) Less than 75 feet long and
(b) Not being used to carry any per-
son or property for a charge.
C. AIRCRAFT CHARTERED WITH PILOT
The following is added to Exclusiong.,
Aircraft, -Auto Or Watercraft In Paragraph
2, of SECTION I COVERAGES --
COVERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIABILITY:
This exclusion does not apply to an
aircraft that Is:
(a) Chartered with a pllot to any in-
sured;
(b) Not owned by any insured; and
(c) Not being used to carry any person
or property fora charge.
D. DAMAGE TO PREMISES RENTED TO YOU
1. Tho first paragraph of the excep-
tions in Exclusion Damage To
Property Pareinaph 2. oSECTION I
- COVERAGES - COVERAGE A BODILY
INJURY AND PROPERTY , DAMAGE
LIABILITY Is deleted.
2. The following replaces the last
paragraph of Paragraph 2, ,Exclu-
siuns of, SECTION I - COVERAGES -
COVERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIABILITY:
Exclusions c. ,p. and h, and Para-
graphs (1) (31 and (4) of Exclusloi,
do not apply to "premises damage',
Exclusion• Ll111a) does not apply to
"premises damage" caused by fire
trnleas Exclusion f. of Section I
Coverage A - Bodily Injrry. And
Property Damage Liability ie re-
placed by another endorsement to
thla Coverage Part that has Pxelu-
talon - All Pollution Injury Or Dam-
age or Total Pollution Excluelon In
Its title, A separate limit of Insur-
ance applies to "premises damage"
es described in Paragraph 5. oSec-
tion - Elinits Of Insurance.
3. The following replaces Paragraph 8.
of SECTION III LIMITS OF
INSURANCE:
5. Subject to 5. above, the Damage
To Premises Rented To You
Limit is the most we will pay
under' Coverage A for damages
because' of premises damage"
to any one premises,
Page 2 of 6 a 2008 The
Includes copyrighted material of Insurance
The You To Rented
a. The amount shown for the
Damage To Premises Rented
To You Limit on the Declara-
tions of thls Coverage Parr;
or
b. $100,000. If no amount Is
shown for the Damage To
Premises Rented To You
Limit on the Declarations of
this Coverage Part.
4. The following replaces Paragraph a
of the definition of 'insured con-
tract' In the. DEFINITIONS Section;
a. A contract for a lease of prem-
ises. However, that portion of
the contract for a lease of
premises that indermifios any
person or organisation for
"premises damage" is not an
"Insured contract";
5. The following is added to the
DEFINITIONS Sectiorc
"Premises da
damage" to mage" means "property
a. Any premises Mile rented to
you or temporarily occupied by
you with permission of •the
owner, or
b. Thecontents of any premises
while .such premises is rented to
you, if you rent such premises
for a period of seven or fewor
consecutive days.
8. The following replaces Paragraph
4,b.(1103) of SECTION IV - COMMERCIAL
GENERAL LIABILITY CONDITIONS:
(b) That le insurance for "premises
damago" or.
7, Paragraph 4.b,I1)(c) of SECTION IV -
COMMERCIAL GENERAL LIABILITY
CONDITIONS Is deleted.
E. INCREASED SUPPLEMENTARY PAYMENTS
1. Tho following replaces Paragraph
1.b. of SUPPLEMENTARY PAYMENTS -
COVERAGES A AND D of SECTION 1 -
COVERAGES:
b. Up to $2,500 for cost of 'ball
bonds required because of acci-
dents • or traffic .law violations'
arising out of 'the use of any
vehicle to which the Bodily In-
jury Liability Coverage applies.
We do not have to furnish these
bonds.
2. The following replaces Paragraph
Travelers Companies, Inc. CO 04 17 07 08
Services, Office, Inc. with Its permission
��H�J,��#CI tlliil €i
1.d. of SUPPLEMENTARY PAYMENTS
COVERAGES A AND 8 of SECTION 1 -
COVERAGES:
d. All reasonable expenses incurred
by the Insured et our request to
assist us In the Investigation or
defense of the claim or "stilt",
including actual loss of earnings
up to S000 a day because of
time off from work.
F. WHO IS AN INSURER - EMPLOYEES AND
VOLUNTEER WORKERS - FIRST AID
1. The following Is added t0 the defi-
nition of 'occurrence" In the
DEFINITIONS Section:
Unitise you ere In the business or
occupation of providing professional
health pare services, occurrence"
also means en act or omission
committed by • any of . your "arm
ployocs" or "volunteerworkers",
other than an employed or volunteer
doctor, in providing or failing to
provide first old or "Good Samari-
tan services" to'a person.
2. The following is added to Paragraph
2.a(1) of SECTION 11, - WHO IS AN
INSURED:
Unless you are In the business or
occupation of providing professional
health care ser Ioes, Paragraphs 11
)(a), (e)' (c) °and III) above do not ap-
ply to "bodily Injury" arising out of
providing, or failing to provide first
aid or Good .Samaritan services"
by any of your, "employees" or
"volunteer workers", other than en
employed or volunteer doctor. My
of your "ample ass" or "volunteer
workers" providing or falling to
provide first aid or "Good Samari-
tan services" during their work
hours for you will be deemed to be
acting within the scope of their
employment by you or performing
duties related to the conduct of
your business.
3. The following Is added to Paragraph
5. of SECTION 111 - LIMITS OF
INSURANCE:
For the purposes of determining the
applicable Each Occurrence Limit, all
related acts or omissions commit-
ted by, any, of your "employees" or
"volunteer workers" In providingg or
falling to provide first old or "Good'
Samaritanservices" to any one per
son will be deemed to be one oc-
cwrenco".
4. The following is added to .the
DEFINITIONS Section:
"Good Samaritan sorvicos" means
any emergency medical sorvicss for
which no compensation Is domandod
or received.
G. WHO 1S • AN INSURED - EMPLOYEES -
SUPERVISORY POSITIONS
The following' is added to Paragraph
2.a.(1) of SECTION 11 - WHO IS AN
INSURED:
Paragraphs (1)(a), lb) and (cl Above do
not apply .to "bodily injury" or "per-
sonal injury" to a co -"employee" In the
Course of the co -"employee's" em-
ployment by you wising. out of work
by any of your "employees who held
a supervisory position,
H. WHO IS API (INSURED - NEWLY ACQUIRED
OR FORMED ORGANIZATIONS
The following replaces Paragraph 4. of
SECTION II - WHO IS AN INSURED:
4. Any organization you newly acquire
or form, other than a partncrohip or
Joint venture, of which you aro the
solo owner or in which you main-
tain the majority ownership interest,
will qualify as a Named Insured If
there la no other Insurance which
provides similar coverage •to that
organization. However:
e, Coverage under this provision is
afforded only:
(1) Until the 1801h day after you
acquire or form the organiza-
tion or the end of the policy
period, whichever Is earlier,
If you do not report such or-
ganization in writing to us
within 180 days after you
acquire or form It; or
(2) Until the end of the policy
lariod, when that date is
ater than 180 days after you
acquire or form such organi-
zation, If you report such or-
ganization In writing to us
within 180 days after you
acquire or form • It, and we
agree in writing that It will
continue to be a Named In-
sured until the end of the
policy period
b. Coverage A dose not apply to
"bodily Injury' or "property
damage" that occurred before
you acquired or formed the or-
ganization; and
e. Coverage B doom not apply to
CO 1)4 11 01013 c 2008 The Travelers Companies, Inc.
Includes copyrighted material of Insurance Services- Office, •Inc.. with 1
Page 3 of 6
permission
* This ie no: a car
"personal injury" or .'advertising
Injury" arising out of an offense
committed before you agqulred
or formed the organization,
I. BLANKET ADDITIONAL INSURED - OWNERS,
MANAGERS OR LESSORS OF PREMISES
The following la added to SECTION II -
WHO IS AN INSURED:
Any person or organization that is a
premises owner, mans er or Lessor Is
an insrlred, but only with resparl to li-
ability arising nut of the 'ownership,
maintenance or use of that part of any
premises leased to you
The Insurance provided to such prem-
ises owner, mennager or lessor does
not apply to:
a. My "bodily Injury" or "property
damage" caused by an "occurrence'
that takes place. or "personal in-
jury" or "advertising' inury" caused
y an offense that is committed
after you cease to • be a tenant In
that premises; or
b, Structural alterations; new construc-
tion or demolition operations per-
formed by or on behalf of .such
premises owner, manager or lessor.•
J. BLANKET ADDITIONAL INSURED - LESSORS
OF LEASED EQUIPMENT
The following is added to SECTION II -
WHO IS AN INSURED:
Any person or organization that is an
equipment lessor is an Insured, but
only.with respect to liability for "bod-
ily Injury", property damage", "per-
sonal Injury" or advertising Injury"
caused in whole or In part, by your
acts or omissions In the maintenance,
operation or use by you of equipment
leased to you by such equipment les-
sor.
The insurance provided to such equip-
ment lessor does not apply to any
"bodily Injury" or "property damage'
caused by an 'occurrence" thattakes
place, or "personal Injury" or 'advertis-
ing injury' caused by an offense that
Is committed, after the equipment lease
expires.
K. BLANKET ADDITIONAL INNSURED, - PERSONS
OR ORGANIZATIONS FOR, YOUR ONGOING
OPERATIONS AS REQUIRED BY WRITTEN
CONTRACT OR AGREEMENT
The following Is added to SECTION II -
WHO IS AN INSURED:
Any person or organization that Is not
otherwise an insured under thla Cover-
age Part and that you have agreed in a
Page 4 of 0 o 2008 The
Includes copyrighted material of Insurance
written contract or agreement to in-
clude as an additional Insured no this
Coverage Part is n insured but only
with respect to liability for "hodily in-
jury" or "property damage;' that:
a. Is caused by an "occurrence" that
takes place after you have signed
and executed that contract or
agreement; and
h. 1s caused, In whole or In part, by
your acre or omissions In the per,
formance of your ongoing opera-
tions to which that contract or
agreement applies or the acts or
omleslone of any person or organl-
zaton performing such operations
on your behalf.
The Ilrnits of Insurance provided to
such Insured will be thelimits which
you agreed to provide in the written
contract or agreement, or the limits
shown In 'the Declarations, whichever
are less.
L. BLANKET ADDITIONAL INSURED - BROAD
FORM VENDORS
The following is added to SECTION II -
WHO IS AN INSURED:
My person or 'organization that is a
vendor and that you have agreed in 'a
written contract or agreement to in-
clude as an additional insured on this
coverage Pal Is an insured, but only
with respect to, liability for "bodily in-
jury" or "property damage" that:
a Is caused by an "occurrence" that
takes place after you have signed
and executed that contract or
agreement; and
h. Arises out of "your products" which
are distributed or sold In the regular
• course of such vendor's business.
The insurance provided to such vendor
15 subject to the following provisions:
a. The limits of insurance provided to
such vendor will be the limits which
you agreed to provide in the written
contract or agreement, or the limits
shown in the Declarations. which-
ever are less.
b. The Insurance provided to such ven-
dor does not apply ttx
(1) Any express warranty not' au-
thorized by' you;
(2) Any change in "your products"
made by such vendor;
13) Repackaging, • unless unpacked
solely for the purpose of in-
spectlon, demonstration, testing,
Travelers Companies, Inc. CG D4 17 07 00
Services Office, Inc. with its permission
or the substitution of pia un-
der Instructior)s from tho manu-
facturer, and then repackaged In
the' original container;
(a) Any failure to imake such inspec-
tions, edjustmonts, tests or eor-
vicing as.vondora agree to per-
form or normally undertake- to
perform in the regular course of
buElness, In connection with the
distribution or sale of "your
products";
(51 Demonstration, Installation, ser-
vicing. or repair operations, ex-
copt such operations performed
at such vendor's premises In
connection with the 'sale of,
"your products"; or
(6) "Your produces" which, after dis-
tribution or sale by you, have •
been labeled or relabeled or
used es a container, part' or In-
gredient of any other thing or
substance by or on behalf of
such vendor.
Coverage under thls provision does not
apply to:
a. Any person or organization from
whom you have acquired "your
products, or any Ingredient, part or
container entering Into, accompany-
ing or containing such products; or
b. Any vendor for which coverage as
an additional insured specifically is
scheduled by endorsement.
FA. WHO IS AN INSURED - UNNAMED
SUBSIDIARIES
The following is added to SECTION II -
WHO IS AN INSURED:
Any of your subsidiaries, other than a •
pertnership or joint venture, that Is not.
shown as a Named Insured in the Dec-
larations is a Named Insured If:
•
a. You maintain an ownership Interest
of more than 50% In such subsidi-
ary on the first day of the policy
period; and
b, Such subsidiary is not an insured
under similar other insurance.
No such subsidiary Is an insured for
"bodily injury" or "property damage"
that occurred or personal Injury' or
advertising injury" caused by an of-
fense committed •
a. Before you maintained an ownership
Interest of more than 50% in such
subsidiary; or
b. After the date, if any, during the
policy period that you no longer
maintain an ownership Interest of
more than 50% In such subsidiary.
N. WHO IS AN INSURED - LIABILITY FOR
CONDUCT OF UNNAMED PARTNERSHIPS OR
JOINT VENTURES
The following replaces the last para-
graph of SECTION 11 - WHO IS AN
INSURED:
No person or organization Is an insured
with respect to the conduct of any cur-
rent or past partnership or joint venture
that is not shown as a Named Insured
In the Declarations, This paragraph
does not apply to any such partnership
or joint venture that otherwise qualifies,
as en Insured under Section 1I - Who Is
An Insured
D. CONTRACTUAL LIABILITY - RAILROADS
1. The following replaces Paragraph c.
of the definition of "insured con-
tract" In the DEFINITIONS 'Section:
c. Any easement or license agree-
ment;
2. Paragraph f,11) of the definition of
"insured contract" In the DEFINITIONS
Section is deleted.
F. KNDWLEOGE AND NOTICE OF OCCURRENCE
DR OFFENSE
Thu following is added to Paragraph 2.,
Duties In The Event of Occurrence, Offense,
Claim or Sblt of SECTION IV -
COMMERCIAL GENERAL LIABILITY
CONDITIONS:
e. The following provisions apply to
Paragraph a. above, but only for the
purposes of the insurance provided
under this Coverage Part to•you or
any insured listed in Paragraph 1. or
2. of Section 11 - Who Is An in-
sured: '
11) Notice to us of such "occur-
rence" or offense must be given
as soon es practicable only after
the 'occurrence" or offense is
knuwrt to you (if you ere an in-
dividuel), any of your partners or
members who is an Individual (if
you are a partnership or joint
venture), any of your managers
who is an Individual (if you are
e limited liability company), any
of your trustees who is en Indi-
vidual Of you are a trust), any
of your "executive officers" or
directors {if you are an organiza-
tion other than a partnership,
CG D4 17 07 08 a 2008 The Travelers Companies, Inc. Page 6 of 6
Inciudes copyrighted material of insurance Services Office, inc. with its permission.
12)
joint venture, 11 Ned liability
company or trust} or any "em-
ployee" authorized by you to
give notice of an "occurrence"
or offense,
If you are a partnership, joint
venture, limited liability company
or trust, and none of your part-
ners, joint venture members,
managers or trustees are indi-
viduale, notice to us of such
"occurrence" or offense must be
given as soon as practicable
only after the "occurrence" .or
offense is known by. •
(a) Any individual who le:
Di A partner or member of
any partnership or joint
venture;
Ulj A manager of any limited
liability company;
(ill) A trustee of any trust; or
Dv) An executive officer or
director of any other or-
ganization;
that • Is your partner, Joint
venture member, manager or
trustee; or
(b) Any "errployee" authorized
by such partnership, joint
venture, limited Ilablilty com-
pany, trust or other organiza-
tion to give notice of an
occurrence or offense.
l31 Notice to us of such 'occur-
rence" or offense will be
deemed to be given as soon as
practicable If It Is, given In good
faith • as soon as practicable to
your workers' compensation In-
surer. This applies only If you
subsequently give notice to ,us
of the "occurrence" or offense
as aeon as practicableafter any
of the persons described in
Paragraphs e. (1) or (2) above
discovers that the "occurrence"
or offense may result In sums
to which the insurance provided
under this Coverage Part may
apply.
However, If this policy includes an
endorsement that provides limited
coverage for "bodily Injury" or
"property damage" or pollution
costa arising out of a discharge, re-
lease or escape of "pollutants"
which contains a requirement that
the discharge release or escape of
"pollutants" must be reported to us
within a specific number of days
alter its abrupt commencement. this
Paragraph e. does not. affect that
requirement,
Ii. UNINTENTIONAL OMISSION •
The following Is added to Paragraph 5.,
Representationsof SECTION IV -
COMMERCIAL GENERAL LIABILITY
CONDITIONS:
The unintentional omission of, or unin-
tentional error in, any information pro-
vided by you which we relied uponIn
Issuing this poi cy will not prejudice
yotr rights Under thla Insurance. How-
ever, this provision does not 'affect our
right to collect additional premium or
to exercise our rights of cancellation
or nonrenewal In accordance with ap-
plicable insurance laws or regulations.
R. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph B..
Transfer Of Rights Of Recovery Against
Others To Us , of SECTION IV-
COMMERCIAL of
LIABILITY
CONDITIONS:
If the Insured has agreed in a contract
or agreement to waive that Insured's
right of recovery against any person or
organization, we waive our right of re-
covery against such person or organiza-
tion. but only for payments we maice
because of:
a. "Bodily Injury" or "property dame'
age" caused by an "occurrence"
that takes place; or
b. "Personal Injury" or "advertising In-
jury" caused by an offense that Is
committed;
subsequent to the execution of the
contract or agreement
Purge 6 of B e 2008 The Travolers Companies, Ina • CO D4 17 07 ea
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
CO
to
8
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wem
•
Policy No. ZLP14P10948
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND
NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER
INSURANCE
This endorsement modtfies Insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following Is added to Paragraph 4 a.,
Primary Insurance, of SECTION IV —
COMMERCIAL BENBRAL LIABILITY CONDITIONS:
However, If you specifically agree In a writ-
ten contract or agreementthat the Insurance
afforded to an additional insured under this
Coverage Pert must apply on a primary ba-
sis, or a primary and non-contributory basis,
this insurance Is primary to other insurance
that Is available to such additional Insured
which covers such additional insured se
CO D4 25 07 08
named Insured, and we wilt not shore with
that other Insurance, provided that:
I11 The "bodily Injury" or "property damage"
for which coverage Is sought Is caused
by an "occurrence" that takes place; and
(2) The "personal Injury" or "advertising in -
Jury" for which coverage is sought arisve
out of en offense that Is committed;
subsequent to the signing and execution of
That contract or agreement by you.
o 2008 The Travelers Companies, Inc. Page 1 of t
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
March 10, 2014
Mr. Ladd Nelson
Blue Violet Networks
215 Baker Street East, Suite 150
Costa Mesa, CA 92626
Dear Mr. Nelson,
On February 17th, 2014, an Agreement was entered between the City of National City and
Blue Violet Networks.
We are enclosing for your records a fully executed original Agreement.
Sincerely,
Michael R. Dalla, CMC
City Clerk
Enclosure