Loading...
HomeMy WebLinkAboutTROXELL COMMUNICATIONS INC.- 2007A-2007-134 ~~i~1rPi~ GERKOF (•,pUNCIL CONTRACTOR AGREEMENT ce~C2) ~ ~~"~ $Ya~THIS AGREEMENT, made and entered into this 4`h day of June, 2007 by and between Troxell Communications, Inc., a California corporation (hereinafter "Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a contractor having special skill and knowledge in the field of audio visual system integration and installation. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed incompliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide aturn-key audio video system for the Police Department Community and Roll Call rooms, as set forth in City's Request for Proposal 07-044, and Contractor's Proposal, attached hereto as Exhibit A. In the event of a conflict among the terms of this Agreement and the Exhibits, this Agreement shall control, followed by the provisions set forth in Exhibit A. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed $133,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on end of warranty period, as set forth in Section 9 "Proposer Warranty" of RFP 07-044, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similaz taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Santa Ana Police Department Field Operations Division Attn: K. Gominsky 60 Civic Center Plaza Santa Ana, California 92702 telefacsimile (714) 245-8007 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Contractor: Troxell Communications, Inc. 2501 East Chapman Ave., Suite 290 Fullerton, California 92831 Telefacsimile (800) 589-5939 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours afer the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Chief of Police may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standazd of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. // // // // // IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ~~ PATRICIA E. HEA Y Clerk of the Council CITY OF SANTA ANA U DAVID N. REA City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney ;. By: _ Lau a Sheedy Assistant City Attorney TROXELL COMMUNICATIONS, INC. (NAME) PAUL L.CHAMPION (TITLE) BID DEPT. HEAD TaxID# 86-0710-114 EXHIBIT A SCOPE OF SERVICES Contractor shall procure and install all equipment identified in its Proposal 07-044, dated May 15, 2007, as set forth therein. Contractor will meet with City on June 26`h, or at another mutually agreed date, to discuss final details of the system to be installed. July 18 -Contractor shall submit engineering drawings for review by City August 13 -Installation of equipment in large room begins August 21 -Installation of equipment in small room begins August 24 -Installation complete, training shall commence MAJOR Mlg~i A. Pulido MAYaR PRO TEM Carlos 8ustamante COUNCILMEMBERS Claudia Alvarez P. David Benavides Michele Martinez Vincent F. Sarmiento Sal Tinajero Gop.~ CITY OF SANTA ANA FINANCE 8 MANAGEMENT SERVICES AGENCY PURCHASING DIVISION 20 CIVIC CENTER PLAZA M-16 P.O. BOX 1988 • SANTA ANA, CALIFORNIA 92702 April 13, 2007 ADDENDUM NUMBER 1 Request for Proposa107-044 AUDIO VISUAL EQUIPMENT CITY MANAGER David N. Ream CITY ATTORNEY Joseph W.Fletcher CLERK OF THE COUNCIL Patricia E. Healy The dates for the Request for Proposal (RFP) 07-044 -Audio Visual Equipment are hereby amended as follows. Confirm attendance to Mandatory Job Wallc/Pre-Proposal Conference From: April 16, 2007 To: Apri123, 2007 Mandatory Job Wallt/Pre-Proposal Conference From: April 18, 2007 at 10:00 a.m. To: Apri125, 2007 at 10:00 a.m. RFP Due Date From: May 9, 2007 To: May 16, 2007 All other terms and conditions remain unchanged. Proposer must sign and include this addendum number 1 with their proposal. Signature PAUL L. CHAMPION, BID DEPT. HEAD TROXF,T,T, COMMUNICATIONS, INC. Company Name 5-15-07 Date EXHIBIT q TROxEUCOaaa~u~rc~~rrorrs, i~v~ MAYOR Miguel A: Pulido MAYOR PRO 1EM O:,dos Bustamante COUNCILMEMBERS Claudia Alvarez P. David Benavides Michele Martinez VincenlF.Sarmiento Sal Tinajero April 17, 2007 CITY OF SANTA ANA. FINANCE 8 MANAGEMENT SERVICES AGENCY PURCHASING DIVISION 20 CIVIC CENTER PLAZA M-16 P.O. BOX 1988 • SANTA ANA, CALIFORNIA 92702 ADDENDUM NUMBER 2 Request for Proposa107-044 AUDIO VISUAL EQUIPMENT CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Pletcher CLERK OF THE COUNCIL Patricia E. Healy The date for the Mandatory Job Walk/Pre-Proposal Conference for Request for Proposal 07-044 -Audio Visual Equipment is hereby amended as follows. From: Apri125, 2007 at 10:00 a.m. To: April 26, 2007 at 10:00 a.m. All other terms and conditions remain unchanged. Proposer must sign and include this addendum number 2 with their proposal. ~~ ot. C~~ Signature PAUL L. CHAMPI N, BID DEPT. HEAD TROXELL INC. Company Name 5-15-07 Date TR4XELL COti~tvllliVtCATtt~tVS, tPVC MAYOR Miguel A: PUlido MAYOR PRO TEM C~ ,ios Bustamante COUNCILMEMBERS Claudia Alvarez P. David Benavides Michele Martinez vinceni F. Sarmienio Sallinajero May 3, 2007 CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY PURCHASING DIVISION 20 CIVIC CENTER PLAZA M-16 P.O. BOX 1988 • SANTA ANA, CALIFORNIA 92702 ADDENDUM NUMBER 3 Request for Proposa107-044 AUDIO VISUAL EQUIPMENT Please note the following changes and clarifications to RFP 07-044 for Audio Visual Equipment for the Santa Ana Police Department. 1. Page 12, item 32 of Community Room Equipment -Elmo CCTV cameras not required. 2. Page 12, item 8 of Roll Call Room -Model Samsung 460pxn, or equivalent. 3. In the Community Room video needs to be displayed on a115 sources through the matrix switch. 4. In the Roll Call Room Composite video only on the projector and two 46" LCD wall mounted monitors. The two small monitors are for CATV only. All other terms and conditions remain unchanged. Sign and include this addendum number 3 with your proposal. ~.~ ~ c~~~ .~~-- Signature , D DEPT. HEAD TROXELL COMMUNICAITONS, INC. Company Name 5-15-07 Date TROXEL[. C~Mi~lUidlCATIO~VS, INC MAYOR Miguel ,S. Puiido MAYOR PRO TEM Carlos Bustamante COUNCILMEMBERS Claudia Alvarez P. David Benavides Michele Martinez Vincent F. SarmienTo Sal Tinajero May 9, 2007 CITY OF SANTA ANA FINANCE 8 MANAGEMENT SERVICES AGENCY PURCHASING DIVISION 20 CIVIC CENTER PLAZA M-16 P.O. BOX 1988 • SANTA ANA. CALIFORNIA 92702 ADDENDUM NUMBER 4 Request for Proposal 07-044 AUDIO VISUAL EQUIPMENT CITY MANAGER David N, Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy Please note the following changes to RFP 07-044 for Audio Visual Equipment for the Santa Ana Police Department. 1. Add an Extron DVS 304 part no. 60-736-01 to the output of the video signal(s). 2. Add an Extron MDA SV composite video D/Apart no. 60-446-O1 to the output of the Extron System 5 to route video to the Roll Call room displays. All other terms and conditions remain unchanged. Sign and include this addendum number 4 with your proposal. Signature PAUL L. CHAMPION, BID DEPT. HEAD TROXFT,T COMMCINICATIONS, INC. Company Name 5-15-07 Date rROx~u can~uw~ar~avs, ~~vc RFP 07-044 CITY OF SANTA ANA PURCHASING DIVISION 20 CIVIC CENTER PLAZA (92701) P.O. BOX 1988 SANTA ANA, CA 92702 REQUEST FOR PROPOSAL Notice is hereby given that sealed proposals will be received for furnishing and installing Community Room 8 Roll-Call room audio visual equipment per the attached specifications, at the Purchasing Division, 20 Civic Center Plaza, Room 429, Santa Ana, California, until 5:00 P.M. May 09, 2007. If further information is needed, contact Sandy Perez; Buyer, at (714) 647-5329. MAILED proposals should be addressed as follows: City of Santa Ana Purchasing Division M-16 P.O. Box 1988 Santa Ana, CA 92702 or delivery by hand or courier to: City of Santa Ana Purchasing Division M-16 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 It is the responsibility of the proposer to see that any proposal submitted, be received by the Purchasing Office prior to proposal due date and time. Late proposals will be returned to the proposer unopened. The receiving time in the Purchasing Office will be the governing time for acceptability of proposals. Telegraphic, telephonic and facsimile proposals will not be accepted. TROXELL COMMUh1JGAT1CN~tS, ifdC RFP 07-044 Mandatory Job WalklPre-Proposal Conference 1, A Mandatory Job Walk /Pre-Proposal Conference for prospective proposers will be held at The Santa Ana Police Department on Wednesday, April 18, 2007. The Police Department will discuss the services required under this RFP and show the site where work shall be performed or services shall be provided. This is a mandatory job walk, if you do not attend, and a proposal is submitted, it will be deemed non-responsive. IF YOU PLAN TO ATTEND THIS JOB WALK, PLEASE CONFIRM YOUR ATTENDANCE AS SOON AS POSSIBLE AND NO LATER THAN APRIL 16, 2007. Police Facility is located at #60 Civic Center Plaza, Santa Ana CA 92703, at the corner of Civic Center and Boyd Way. Parking can be found in the parking structure directly east of the Police Department, on the south east comer of Civic Center and Boyd Way. Parking will not be validated. The Job Walk will commence at the Santa Ana Police Department Community Room located between the entrances of the Santa Ana Police administrative building and the Santa Ana Jail on Boyd Way. EXECUTIVE OVERVIEW The City of Santa Ana Police Department provides law enforcement services to a population of approximately 350,000. The Department has five Bureaus: Investigations, Administration, Technology and Support, Field Operations, and Jail Operations. Current staffing levels are approximately 363 sworn and 296 non-sworn personnel. The Santa Ana Police Department is enhancing multimedia functionality within the Community and Roll Call Room. Community room #2P238 is located between the police administration building and the jail facing Boyd Way (east). The community room will be used for scheduled meetings of Commanders and Staff to review and analyze crime trends for developing strategic and tactical response plans; as well as community meetings associated with Community Oriented Policing. As part of these meetings, statistical analyses and maps will be displayed from two computers located in the room. Installation of a retractable multimedia Large Screen Display System is required. The Chief of Police as well as the Senior Management Team will utilize this room on a continuing basis. The system and room decor must be professional in appearance and consist of high quality components. The room may also be used as a Special Assignment Room, for small press gatherings orgeneral-purpose meetings. Roll-call room #1120 is located on the first floor of the police administration building, between the two atriums. This room is used by Field Operations personnel for daily meetings and will also be used to analyze crime trends for developing strategic and tactical response plans. As part of these meetings, statistical analyses and maps will be displayed from two computers located in the room. Installation of a retractable multimedia Large Screen Display System is 2 TROXELL COAA#NUIri1~CATIQN~, INC RFP 07-044 required. In addition to the Crime Analysis and Activity presentations, the room may also be used as a Special Assignment Room, for small press briefings or general-purpose meetings. The system and room decor must be professional in appearance and consist of high quality components. STANDARD TERMS AND CONDITIONS 1. PROPOSAL SUBMISSIONS Proposals must be submitted to Purchasing Office in a sealed envelope showing on the outside, the name of the proposer, RFP NO. 07- 044, and date & time of opening. All proposals must be signed by an authorized representative of the proposer. 2. PROPOSAL BOND Each proposal shall be accompanied by cash, a cashier's or certified check payable to the City of Santa Ana, or proposal bond issued by a corporate surety for an amount not less than ten percent (10%) of the aggregate of the proposal as a guarantee that the proposer will enter into the proposed contract if the same is awarded. 3. PROPOSAL WITHDRAWAL Proposals may be withdrawn by written request received before the hour set for the opening. After that time, proposals may not be withdrawn by the proposer for a period of ninety (90) days from the date of the opening. 4. LATE PROPOSALS It is the responsibility of the proposer to see that any proposal submitted shall have sufficient time to be received by the Purchasing Office prior to proposal due date and time. Late proposals will be returned to the proposer unopened. 5. REQUIRED DOCUMENTS Proposer must return the following completed documents with their proposal A. Detailed specifications of the system offered B. detailed timeline C. Proposer's References D. Any other information the proposers may chose to submit E. Proposers must submit 1 ORIGINAL and 3 photocopies of each Proposal offered. 6. RIGHTS RESERVED City reserves the right to reject any or all proposals or to waive any informality or technical defect in a proposal. 7. PROPOSERS AGREEMENT 3 TROXELL CQAa'Aal1M~CATIC?NS, INC RFP 07-044 Submission of a signed proposal will be interpreted to mean that proposer has hereby agreed to al{ the terms and conditions set forth in all of the sheets which make up this Request For Proposal. 8. LOCAL PROPOSER-PREFERENCE For proposal evaluation purposes, a 1 % preference will be applied to all proposals for taxable goods submitted by proposers located within the city limits of Santa Ana. 9. RECEIVING TIME The receiving time in the Purchasing Office will be the governing time for acceptability of proposals. Telegraphic, a-mail, telephonic and facsimile proposals will not be accepted. ADDITIONAL TERMS & CONDITIONS 1. PROPOSER'S REFERENCES Each proposal must be returned with a proposer's Reference Sheet, completed in full. 2. CALIFORNIA SALES TAX 7.75% California Sales Tax should be shown separately on the Proposal Form. 3. F.O.B. POINT & SHIPPING CHARGE All prices shall be quoted F.O.B. Destination, Santa Ana, California. All shipping, handling, and freight charges shall be included on proposal form. No separately stated charges will be considered. 4. PAYMENT DISCOUNTS Payment discounts will NOT be considered in award of proposal. 5. DELIVERY The complete systems and components shall be delivered to the Santa Ana Police Administration Building, installed, and be made ready to operate. 6. DELIVERY TIME Delivery time may be a factoring award of proposal. Delivery time MUST be shown on Proposal Form. 7. INQUIRIES Refer inquiries in writino via facsimile to Buyer: Sandy Perez at (714) 647-6944. 8. BRAND NAMES Any manufacturer names, trade names, brand names, model or catalog numbers used in these specifications are for the purpose of describing and establishing general quality levels. Such references are not intended to be restrictive. Proposals will be considered 4 TROXEII COi1~MU~11CAT10NS, INC RFP 07-044 for any brand, which meets or exceeds the quality of the specifications listed for any item; such proposals shall state brand name and number and include detailed specifications. 9. PROPOSER WARRANTY Successful proposer shall fully warrant all materials, equipment, including without limitation, any optional equipment purchased by the City under the terms of this agreement, against poor and inferior quality equipment and materials, for a period of not less than one (1) near from the date of final acceptance by the City. While under warranty, successful proposer shall repair or replace inoperable equipment or material in a timely manner so as to minimize the possible disruption of City operations resulting from said inoperable equipment or material. 10. MANUFACTURER'S WARRANTY A copy or description of the manufacturer's warranty shall accompany proposal for the item(s) proposed. The description shall include the length and scope of the warranty offered. The length and scope of the warranty will be evaluated as a factor in award of proposal. 11. The City of Santa Ana reserves the right to award either the Base Proposal or any Alternate Proposals offered, whichever is in the best interest of the City. 12. AUTHORIZED DISTRIBUTOR Successful proposer must be an Authorized Distributor for the product he offers, or with his proposal he must submit documentation from an authorized distributor that he has purchased the specified producUequipment from that distributor and that the distributor will honor all of the manufacturer's warranties. 13. PROPOSER OF MORE THAN ONE SYSTEM Proposers may reproduce this proposal package in order to submit alternate proposals. Additional proposal packages will not be made available. Proposers submitting more than one proposal must mark one proposal "Base Proposal" and all other proposals as "Alternate Proposal 1, 2, etc." Proposers shall submit all offers in one envelope/package in accordance with Standard Terms and Conditions, Number 1 of this proposal package. 14. AWARD OF OPTIONS When prices for optional items are requested hereon the City reserves the right either to award or not award optional items, whichever is in its best interest. 15. BROCHURES Complete printed literature, sales publications, and photo of the unit proposed must be included with each proposal. 5 TROXELL COMA(lt1N~CATIOtVS, IPdC RFP 07-044 16. PERFORMANCE BOND Before execution of a contract by the City, the Proposer shall fife with the City, a "Pertormance Bond" for 100% of the contract price to guarantee faithful performance of work, within the time prescribed, in a manner satisfactory to the City. The bond shall be executed by the successful Proposer and returned within ten (10) days (not including Saturdays and Sundays) after the successful Proposer has received notice that the contract has been awarded. Failure to comply with this requirement shall be just cause for the annulment of the award and the forteiture of the proposal guaranty ("Bid Bond"). 17. LICENSES & PERMITS: Business License Each prime proposer and sub proposer shall obtain and pay for a Santa Ana Business License. Detailed information concerning business license may be obtained from the Finance and Management Services Agency, (714) 647-5447. 18. SERVICE/MAINTENANCE The proposer shall provide on-site warranty for all workmanship and equipment for four (4} months following sign off of the project by the Santa Ana Police Department. Warranty and response times shall be during norms! business hours, 24 hour response time to site, and 4 hour response time to phone calls. Extended on-site warranties may be proposed as part of the proposal. submittal. Projector lamps shall carry only the manufacturer's warranty however the changing of lamps, if required in the first 4 months, is the responsibility of the proposer. All hardware must have a minimum of one-year factory warranty. 19. INSURANCE A. During performance, and entirely at Proposer's sole expense, Proposer shall procure and maintain the following insurance, which shall be full coverage insurance not subject to self-insurance provisions. Proposer shall not, of its own initiative, cause such insurance to be canceled or materially changed during course of agreement. (1) Workers' Compensation Insurance: with the limits established and required by the State of California. (2) Employers' Liability with a combined single limit of $1,000,000.00. (3) Comprehensive General Liability to include Completed Operation, Contractual, Independent Proposers and Personal Injury; and Automobile Liability, including all auto; with at least the following combined limits of Liability: (a) Primary Bodily Injury Liability limits of $1,000,000.000 per occurrence. 6 TRpXELL GpAR~Ui~J1CATtp~s WC RFP 07-044 (b) Primary Property Damage Liability limits of $1,000,000.00 per occurrence. (c) Primary Bodily Injury and Property Damage Liability combined single limit of $1,000,000.00 is preferred. B. Prior to commencement of any work, Proposer shall furnish to City Purchasing Manager a Certificate of Insurance which shall certify Proposer's insurance policies provide that: (1) City of Santa Ana, it officers, agents and employees are named as an additional insured on Comprehensive General Liability and Automobile Liability insurance with respect to performance: (2) The coverage shall be primary and noncontributory as to any other insurance with respect to performance: (3) Thirty (30) days prior written notice of cancellation or material change shall be given to the City. EVALUATION OF PROPOSALS A committee of City employees representing the Santa Ana Police Department will evaluate proposals. EVALUATION CRITERIA Proposals will be evaluated using the following criteria: • Ease of operation • Proposer's references and satisfaction with proposer's equipment and service • Warranty length and coverage • Scenario capabilities and fitness for intended use • Scope of user training • Compliance with minimum requirements • Project cost Criteria are listed in random order. Point values will be assigned to each of the above criterion by the Evaluation Committee. Point values will not be released until after award. FOLLOW-UP OF EVALUATION PROCESS BY PROPOSERS Proposers may follow up on the evaluation of the proposals by calling the Buyer, Sandy Perez at (714) 647-5329. PLEASE DO NOT CALL MORE THAN ONCE PER WEEK, and please DO NOT CALL OTHER CITY DEPARTMENTS. TROXELL (X)AA~6UN1'GATIONS~ INC RFP 07-Od4 REVIEW EVALUATION RESULTS AND AWARD Atter award, the evaluations will become public record. Interested proposers may submit a request in writing, along with aself-addressed stamped envelope to receive results of the evaluation. Submit your request to City of Santa Ana, Purchasing Division M-16, and PO BOX 1988, SANTA ANA, CA Ana 92701-1988. SCOPE of Work; S1~ecific Details Pertaining To Santa Ana Police Deuartment Community Room # 2P238 Display System: A 12,000 ANSI lumen LCD video/data projector displaying video (10801) and (2) standard computer sources will be located on the back wall. Proposer will provide and install an 7.5 X 10ft tab tensioned, electric screen just forward of the stage area. This will replace the existing electric screen. There will be (2) 61" plasma displays located left and right of the stage area and (2) 46" LCD displays on the sidewalls. These displays will replace the existing wall mounted televisions. Proposer is responsible for removal of the existing mounted televisions, mounts and associated cosmetic work to return walls to original. Display Inputs: System includes display of proposer provided DVDNHS and installed CAN located in the equipment room. Record capability will be provided via the DVDNHS combination player. There will be (3) locations for laptop connectivity. Two will be at the Presenter's Assistant location adjacent to the equipment room and one will be at the stage location. Program Audio System: Program audio will be via the existing ceiling/wall mounted loudspeakers. Volume control will be via the proposer provided wireless LCD touch panel. Two wired speakers will be installed in the entrance way to the Community Room for overflow attendee audio monitoring. Speech Audio System: The speech audio system will consist of the existing wired/wireless microphone system. Volume control will be via the wireless LCD touch panel. Lighting: A small stage lighting system for press conferences will be wall mounted in front of the stage. The exact mounting location will be discussed at the mandatory job walk. Remote Control System: A wireless, color LCD touch panel and remote control system form the heart of this AN presentation system. It shall provide simple, automatic operation of the presentation environment. The touch panel must be able to be utilized in any configuration that the room is being utilized. The proposer will work with the end users to simplify the graphical user intertace such that the touch panel is user friendly. The proposer will be integrating a system with the existing audio/visual equipment. A complete copy on CD ROM of the final programming source code will be included as part of the owner's manual. Two control system program changes (GUI) shall be included as part of the proposal. 8 TR{?XELL COAAMUNfCATlQNS, INC RFP 07-044 Control functions include: System power on/off Room configuration Screen up/down Source selection i.e. computer, DVD, VHS, CAN Source destination i.e. Projector, Plasma or LCD Transport controls of the DVDNHS player i.e. Play, Stop, FFWD, REW, Record Volume control SCOPE of Work: Saecific Details Pertainins~ To Santa Ana Police Deaartment Roll Call Room # 1120 Display System: A 4,000 ANSI lumen LCD video/data projector displaying standard video will be ceiling mounted. (2) standard XGA (1024 x 768) computer sources will feed information to the projector and display on a proposer installed100" diagonal, electric, ceiling mounted screen. (2) 46" LCD displays will be installed to provide additional viewing for participants located towards the rear of the room. These displays will replace the existing wall mounted televisions. Proposer is responsible for removal of the existing mounted televisions, mounts and associated cosmetic work to return walls to original. The two (2) CRT TV's left and right of the whiteboard are to be replaced with two 20" LCD flat screen monitors in the front of the room. The LCD Flat screens are to be connected to the output of the system switcher. Additional and separate of the switcher inputs will be off air and CAN. The control of these inputs will be via the wireless remote control included with LCD N and separate of the switcher. Display Inputs: System includes, a proposer provided display of (1) computer and video input from aVCR/DVD combination player (including CATV). All equipment will be housed in the existing cabinetry including the DVD,VCR for ease of accessibilty. There will be one laptop input located above the existing cabinetry. Program Audio System: Program audio will be via the ceiling mounted loudspeakers. The ceiling mounted loudspeakers will be divided into two zones in the event that the divisible wall separating the space is engaged. For normal operation all ceiling speakers will reproduce audio from the source selected. In the event of separating the room into two spaces, a wall mounted volume control will be provided at the rear of the room to allow for separate volume control capability. 9 7ROXELL CAM~9UNICATIONS, INC RFP 07-044 Control System: The control system will consist of both a wall mounted control panel and a handheld infrared remote control. During presentations the user can either operate the system with push buttons located on the wall mounted panel or have the flexibility of using the handheld remote control. Both devices will operate the system and all of its functions comparably. Control functions will include the following: Two control system program changes (GUI) shall be included as part of the proposal. System power on/off Source selection (i.e. computer, DVD, VHS, Computer Transport controls of DVDNHS Player Volume control Screen up/down Inclusions: The following work is to be included in the proposer scope of work: • All conduits, high voltage wiring panels, breakers, relays, boxes, receptacles, etc. • Concrete saw cutting and / or core drilling. • Fire wall, ceiling, roof and floor penetration. • Necessary sheet rock replacement and or repair. • Necessary ceiling the or T-bar modifications, replacement and/or repair and all millwork (moldings, trim, etc.). • Painting and patching. • Permits (unless specifically provided for elsewhere iri the contract). • HVAC and plumbing relocation. • As built drawings (both printed and electronic mediums) Installation Requirements The AudioNisual System Integrator shall provide aturn-key svstem that includes all structural, electrical, conduits or plenum cable that is associated with the multimedia system. Installation shall occur during regular business hours, Monday -Friday, 8 A.M to 5 P.M. provided it causes minimum distractions to the Police Department working environment. The room shall be made available to the System Integrator for a reasonable amount of time to complete the project. The System Integrator shall assign a Project Manager and Project Engineer to the job, who will remain the contacts through the duration of the project. The System Integrator shall submit a project installation schedule (following award of contract) for approval and/or discussion with the Santa Ana Police Department. It is expected that the System Integrator will install the project in a consecutive time frame without any "down time" or labor gaps in the schedule. The highest installation practices and standards (utilizing the ICIA installation standards) are expected and shall be followed. These guidelines are minimum standards. Workmanship and system functionality shall be closely examined prior to the Santa Ana Police Department approving payment for the project. 10 TROXELL COMMUNf~ATIONS, fNC ti . RFP 07-044 The amount of time required for training will depend upon how quickly the representatives understand and are comfortable with the multimedia system. The multimedia system shall be "signed off' and approved for payment by the Santa Ana Police Department following demonstration of system completion, workmanship standards met and satisfactory system training completed. Training. Owners Manual and Sign Off Built system drawings shall be provided as part of the Owners Manual. Additionally, instructions, warranty cards, remote controls and miscellaneous documents that are included with the individual components shall be neatly packaged and labeled as part of a system manual. A copy of all control system source codes shall become the property of the city. Training shall be provided for three (3) representatives from the Santa Ana Police Department. Training shall consist of in-depth user training, basic trouble shooting and maintenance overview. Equipment List Following is the equipment that is requested for this project. It is the proposer's responsibility to ensure that a complete and turnkey system is proposed. Interconnect cables, miscellaneous hardware; equipment rack etc shall be including in the price of the system. Product names and part numbers are to be considered the minimum quality and specification that is acceptable. Alternative product will be considered. If alternative products are presented Proposer must provide equipment list. Please provide manufacturer specifications sheets for all aroducts quoted. Equipment List: COMMUNITY ROOM Item QTY MFG MODEL Description 1 1 Eiki LC-XT4U 12000 Lumen Video Projector 2 1 Eiki TBD Med Throw Zoom Lens 3 1 Eiki 0173-4222 Projector Ceiling Mount 4 1 Chief CMA-440 Ceiling Adaptor for Projector Mount 5 3 Extron 60-375-02 RG6468xi- PC Interface Plate 6 8 Extron 70-090-11 Blank Plate 7 2 Panasonic DMR-EH75VS Professional DVDNHS Player/Recorder 8 1 Dalite Custom 7.5 X 10ft Tab Tension Electric Screen 9 2 Samsung 460Pn 46" LCD Display 10 2 Premier Mounts AM3 LCD Cantilever Wall Mount 11 1 Extron 60-325-16 8X8 Wideband Matrix Switcher w/ Audio 12 1 Extron 60-476-01 VSC 500 Scan Converter 13 2 Samsung PPM63M5H 63" Plasma Screens 14 2 Premier Mounts TBD Universal Wall Brackets 15 2 Extron 26-490-03 VGA Cable 11 TRUXEL.L CAMMUNLCAT10~tS, INC RFP 07-044 16 1 Crestron 17 18 19 20 21 22 23 24 25 26 27 28 29 STX-AV2PAK-C17 Crestron Crestron Crestron Crestron Crestron Furman Middle Atlantic Middle Atlantic Middle Atlantic Middle Atlantic Middle Atlantic Middle Atlantic JBL Control 1 Extreme 30 Arri Fresnel Lights Kit (2) 31 Elmo Document Camera 32 Elmd CCN Cameras 33 1 Extron Cable Misc 34 LOT Signal Cable and Custom Hardware Eauioment List: ROLL CALL ROOM Item ~ MFG MODEL 1 1 Eiki LC-XC60 2 1 Premier Mounts PBL-UMS 3 1 Chief CMA-440 4 1 Extron 60-375-02 5 2 Extron 6 1 Panasonic DMR-EH75VS 7 1 Stewart Custom 8 2 Samsung 460p.n 9 2 Premier Mounts AM3 10 1 Extron 60-397-84 11 1 Extron 70-134-03 12 1 Extron 60-362-01 13 1 Atlas Sound AT-10 Control System With Color LCD Touch Panel 75 Watt Power Supply Cresnet Network Dist. Block Rack Mount Kit RS 2321422 Com Module Rack Mount Kit Power Conditioner Rack Shelves for DVDNCR/CATV One Space Blank Two Space Blank Three space Blank One Space Vent Three Space Drawer 2 way 4° Indoor/Outdoor Speakers/Brackets California Stage and Lighting 714-966-1852 XGA Document Camera Network Pan/Tilt Cameras with Audio Misc VGA m to m and Video Cables Miscellaneous Materials Description 4,000 Ansi Lumen Video Projector Projector Mounts Ceiling Adapter far Projector Mount RGB468xi-PC INTERFACE PLATE Professional DVDNHS Player/Recorder 60"X80" Tab Tensioned, Electric Screen W/LCV 46° LCD Display LCD Cantilever Wall Mount System 5 IP Switcher VGA and Audio Input for Laptop RGB580xi Intertace for Laptop Volume Control for Rear 12 1 1 1 1 1 1 3 6 2 1 4 1 4 1 1 2 CNPWS-75 C2N-HBLOCK CNXRMAK ST-COM ST-RMK PS-8R RSH4C EB-1 EB-2 EB-3 VTF-1 D3 Quote 590215 P10-XGA PT-401 C I P 7ROXfLL CpMMUNICATIUN'S, INC RFP 07-044 14 1 Biamp 15 8 JBL 16 1 Extron 17 1 Extron 18 1 Extron 19 1 Middle Atlantic 20 2 Middle Atlantic 21 1 Middle Atlantic 22 4 Middle Atlantic 23 2 Middle Atlantic 24 2 Middle Atlantic 25 2 Extron 26 2 Extron 27 1 Furman 28 1 Lot 29 2 Vizio 30 2 Vizio Non-Eauioment List Speakers MXA 150 Mixer/Amplifier CTL26CT Ceiling Speakers 60-496-01 SCP 150 AAP Controller 60-404-03 IR Link 70-207-01 IR Remote for System SRSR2-20 20 Space Rack for Cabinetry RSH4C Rack Shelf for DVD/VCR/CAN HW-500 Rack Screws And Washers EB-1 One Space Blank EB-2 Two Space Blank VTF-1 One Space Vent 60-489-01 1x4 RGBHV Distribution Amplifier 26-490-03 VGA Cable PS-8r Power Conditioner Miscellaneous Materials VX20L 20" LCD-HDN Flat Screens VMA13-32 Articulating Wall Mounts $ Per hour SubmitNumber hours Project Mgmt $ Per hour Submit Number hours Engineering $ Per hour Submit Number hours Prog/HMS $ Per hour Submit Number hours Test & Setup $ Per hour Submit Number hours Labor $ Per hour Submit Number hours Prog/HMS $ Per hour Submit Number hours Specialized Labor $ Per hour Submit Number hours Documentation Project Management (M/D) Engineering (MID) Programming Labor (M/D) Rack Assembly/Test (M/D) Installation Labor (M/D) Training Labor (M/D) Structural/Electrical Documentation Services 13 TROXELL Cp~lyj,}-dICATION'S, INC ti RFP 07-044 Company Name: TROXELL COMMUNICATIONS, INC. PROPOSAL FORM Responding to a Request For Proposal due at 5:00 P.M. on May 09, 2007 the undersigned Proposer agrees to furnish deliver, and install equipment for the Community and Roll Call Room in good order in accordance with the specifications. UVl/e have stated herein the price(s) shown at which I/we will fumish and deliver the specified item and will accept as full payment therefore the amount shown below. F.O.B. POINT: Alf shipments shall be made F.O.B. Destination, Santa Ana, California. F.O.B. Destination indicates that the seller is responsible for the shipment until it reaches its destination. All freight costs shall be incurred by the seller, and shall be included in the pricing. No separately stated charges will be considered. Award shall be based upon several factors, but not limited to, the written proposal, system evaluation, references, and price. Where there is a discreoancv between words and fioures. WORDS SHALL GOVERN. ITEM DESCRIPTION TOTAL (1) COMMUNITY ROOM equipment per proposal specifications $ 51,195.00 (2) ROLL -CALL ROOM equipment per proposal specifications $ 26,129.00 7.75% California Sales Tax (where applicable) g 5 , 992.61 Total Cost Including Delivery and Installation $ 110, 616.61 PLEASE SEE ATTACHID SPREADSHEET FOR DETAILS ONE HUNDRED TEN THOUSAND SIX HUNDRID SIXTEEN DOLLARS. AND SIXTY-ONE CENTS. (Written in words) Delivery time after receipt of order 30 DAYS AR~ays. Service faality Iocation:~~ERTON CALIFORNIA City State 14 TROXELL (~AMtfNICAT{ONS, iNC .. , - RFP 07-044 TROXELL COMMUNICATIONS, INC. NAME OF PROPOSER (PERSON, FIRM, CORP.) 2501 EAST CHAPMAN AVE SUITE 290 FOLI~N, CA 92831 2501 EAST CHAPMAN AVE, SUITE 290 F[TLLERTON, CA 92831 . ADDRESS 800-578-8858 TELEPHONE NUMBER Date T~ ~ ~ ~*~- • 5-15-07 SIGNATURE OF AUTHORIZED REP. PAUL L. CHAMPION, BID DEPT. HEAD NAME & TITLE (please print) 5-15-07 DATE 800-589-5939 FACSIMILE NUMBER Person authorized to bind proposal: PAUL L. CHAMPION, BID DEPT. HEAD ANY AND ALL ADDITIONAL COST MUST BE INDICATED IN PROPOSAL DOCUMENTS; FAILURE TO STIPULATE SHALL BE CAUSE FOR DISHONORING ANY ADDITIONAL CHARGES. THE CITY OF SANTA ANA RESERVES THE RIGHT TO PURCHASE OUTRIGHT OR OBTAIN THIRD PARTY FINANCING: TRO~I,L COMMUNICATIONS, INC. NAME OF PROPOSER (PERSON, FIRM, CORP.) 2501 EAST CHAMPMAN AVE, SUITE 290 ADDRESS FULLERTON, CA 92831 ADDRESS 800-578-8858 TELEPHONE NUMBER ~' ii _ - 5-15-07 Date . ~ "."~-.~"^-- SIGNATURE OF AUTHORIZED REP. PAUL L. CHAMPION, BID DEPT. HEAD NAME & TITLE (please print) 5-15-07 800-589-5939 FACSIMILE NUMBER 15 TAOXELL CC3A~tM1Jid1GAT10NS, 1NC .. . - O 0 o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0$ S S 0 o 0 0 0 0 0 0 g $ 0 o 0 0 0 o S $ 0 o 0 0 o 0 O 0 o 0 01 O1 m h O d N I O) ~ Ol ~ 6J 1~ Oi Oi O n m T m !' Oi d Ol ~ (G 01 oo~~ C) Ol N~c0 N h O 1~ d Of W T f0 Ql } N N tO ~ V N (O ~ ~ Ol N N h S Oi O ~ Ol ~(1 O O 1 (1 d N N m d d ~ t7 Fl f0~O N ~ t7 ~ N ~ N fO f7 C O d r t0 O d _ cj N C 0 W H H H tlf H H H H H H H H H H H H H H H H H H 19 H H H H H H H H H H H H O S S O S 0 0 0 0 0 0 0 S O O S S O O S O O O O O O S S O O O O O O O O S O O S O O S O O T m O 01 r d Of d N v! A t T m h W O Ol N N m O 01 P !~ OI d N OI O N OI d Oi t"I S N 01 W N In W M N r W f` - p Ol Oi m (p pI yy N d 0] W N t0 ' Oi N c0 fD O O O) m C ~ m Oi N O 0 C E O N ~ M r0 M 11 d ~ ~ j CJ Ill d ~ p N ~ ~ H H H H H U Z H H H H H H H H H H H H H H H H H H Vi H H H H M H H 2 H H r C 'l N ~ ~ N N ~ ~ N N N" ~ CJ f0 N ~ d ~ d ~ C A p W W W w a 7 O N U U o r r a N Oq O a p ~ z ~ ow o K Y = ¢ W V1 6 W a O r W m m ~ U Z O ~~ ~ ~ ~ ~ N 0 O Z F a j ~ ~ ~ S 3 r O 0 2 W " a w 3 0 ~ FO r Y °i ~ ' N 3p > m z w w r Q ~ a ~3 v J O LL wU ra aw W l.m 3X in U 4 # rr rr W Y p # ~~ aY (9 p, ~ J d a O r J O Y Z Y Z Y Z d' W W Y ~ ~ a Z ¢w ~ o ~ z a m OW a a ~~ J wO ~ m o w g g g 3 ~ ~ o w ~i X O a Z ' Q K w Z O ~ H ~ O~ ~ r w ~ Y E Y w O O O Z O m ~ p¢ N y Z ~ U - Z r 0 W Z 0 m U - r r- m a J 0 W U < ~ Q Y ~ Z 0 0 ?i h - r O U r O LL Z O Z o Z o W > W 2 r ¢ U ~ ~ O W W J W m~ JZ -w rn a~ r ~ 0 ¢r r0 0 0 Z ZO J U U U w Q 3 r r m < j J ~ O V O W OU V O~ O F W In O J r a Q tl' O O d O m 2 W W W a m W W W ~ U ~ -W i y~ ~ m U U ~ Z ~ Z a Z ~~ ~ Y M Y W Y Q a a N W a Y H ~ ~ N p 2 ' ~~ Z 7 W Q ~ i > 0 > N U > f7 > LL J y) a L Vl a O Q N fA f// Z 2 1 1 ~ LL ~ O ¢ LL ~ ~ Nd LL3 -^ W and VJ ~ tq mi n loi n Z K d ~ N n O r In J O Ur o I~ W E ~ K ~ N ~ N o a ~ m m °o ~ Q¢ n N 0 ¢ J im a m N X ~~ _ U O O > Uy N X I n O O (O O~ ~ 2 K O ~ CL d ~ r o 0 ~ O ~ ~U N~ LLd ~ I~I OO N ' ~ ~m O) ~ Z X U K3 )2 .-N CJLL z O OY f ~ a ? a a o 0 m n v Q E ~ a Q U 0 0 0 Vr1 N ¢ . K W W W~ O OU d 0_ d v v a # W y. ~ ~ 2 S W U U U U U U ~ eII 3 r rr rr r J m J Z Z Z Z Z Z W J d w wx w o z W ~ x z~ W ZZ ~~ ~ Z ~ Z ~ Z K Z ~z 5 a 3~ aa g~ ¢¢ 5 ¢ N w ~ ~ U ;oo ~Y o- } ~ -w EZ ~ w F w0 rm - ~ u Z w Zt ~ n~ U rr Z411A r ln r m r N ra fAE w 0 ~~ 00 ~~ 00 ~ 0 002 ¢ Z m K 'r Z ¢ ¢ K J J a<L' JfLC K CL m ~ 0 ~0 00 ^m ~ ~~ J O a ~(n a fnR w d Ja ' _ o a om a ¢ ¢ ma ¢UU U U U 0 UIL ~ ~~ ~~ ~-l a W W a fq ~ E N CI d Ill fO 1~ t0 6I OJ O W N t 7 d In <O !~ W T O N ~ N N N t7 N d N t N N 0 I~ N N Ot O N N C O ') N CJ CJ th CJ d C'1 d N C J N LL O w O a S O o O o O o S O o O o $ O o O o O o S S g O o O o O O oo S g O go O O oo O 0 pj V Oj m q r pp~~ O~ pi m (O r m Ol 01 r [O O r m s O .- 41 Ol N r O O Ql l O+ m(~ O ~ f0 O m l t0 Q mth N N f7 m O~ m ~ p (O p p O~n mm V m m r m O ~ CJ N O> O V O M < O < N m ~ ~ m ~ t") N C (7 N m N O y C d W N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N O O S S ~ O S O O O O O S i O O O O v O O f S S f f S i S e O O O O i f O O O O im O O i S i o O O o i v o r ^~ of v v5 m of r oi rn w ~ oi m m r m a s O ~ v r of o ~ rn rn O ~ - o o rn Y o mm N t 7 o ~ a m o a m ~ a rn r o m m ~ v oN m V r c rn t ~I rn N C O Q C] N O) N N < M ~ d M j N Cl N ~ U ? N N N N N N N N N N N N N N N N N N N N N N N N N N N N M N N ~ N N ~ gy m " •' N ~O NN N N e' ~N N C N O ~ 3 m IY o a 1- ~ H ~ ^d ~ O O W ~ O z ~ J =O U o ~ O m J W O O O ~ O m = a ,e m ~ ~ 3 $ a ~ ~ ~ o U °' ~ F Y ~ p Z p - a u ~ ~ N ' O N W o ~ 2 ~ ' ~ = W u ~ ~ W a w ~ m k w a U O ~ " ' = m ~ ~ N ~ V ~ ~ „ ~ 3 m ~ ~n m w ~' a s J O w 3 m ~ 3 a ~ ~ m o c~ Y ~ m m ~ ¢ a m ~ o: s ~ ~ °' 'c m w a' a w F- N w ; g ¢ O J pW ~ Z -' ~ w w z E: w ~ ~ m~ p col o Q d m J a o ~ a a! w M U > c . ~ J O O w U ~ O p ? U' z Q ~ 2' N Z ~~ 0U tq ~ ~ N ~a J 0 » ~ ~~ U Z ~ a 0 p X o ~' ~ Z a `* ~ W W m ~ ~ > > j a O 1- m W ~ Z W o> W r N N mm O O h 2 2 ~ Z m ~ i N 2 H > 2 y z ~ ~ LL H z O Z O ~ J Z WO o ~ Z W' a M ~ a p a Z a C7 z w J a e 3 V Z ~o zU 0 ~ w d w M d ~~ Z Z 00 oo W » w m ~ ~ W p0 wz O z 3 z m p s ~ Q a ~ ~ 'O _ W ° p ~~ o ~ r o o ~ ¢ U ~ < W o~ o v' =cw iww ¢ ~ ~ mS ~ ~ S ° ~ ~ ~ ~ ~ j Z v,~ v ~s `° ~ ~ Op ° ) 9 J J Q Xj ~ J N Q N W ? ~ O (7 ~ W u~7 w 3 o a j N ua Q aa N w ? ~ 3p ~ J¢ Z J 2 ~ ? ~ ~ V U ~ N v i K N N O d E N a m J N N N r m ~ tt m U a - ~ m > z o S ~ ~ ~ gi S O °o N U Q ~ m ~ ° ~ ~ O O X O O 1 LL t+J O > ~ O _O X O S N O ~ e- U O ttmtQpo O ~ ~ Z S> m J ~ N S`~ N LL N ~ O O~ ~N r j N ~ O ~ ~ U J O. O O ~ ( X < a ~ N a a E OU OK H m d'2 W W 5 0 U D.~ N ~ a ^ ~_ ~ J N ~ V1 W w r Z U UU UU U y U ~ Z Z~ Z~ Z J w ; _ ~ w W W o O ~ a c~ O w x W x W x W z W 0 a J aa J J aa J J a x W x W ~ a~ W X W W ` c U to w Z 7 3 m E z z H z F N g a Q z W d O 0 O O 00 p p 00 J O 0 Z E- Z 1- ~ U ~ Q Z Z ~ ~ ~ S 0 m 0' d J a U ? U ~ H m Q m O' a J a aJ ~¢ a m J m J ac S ~a ~ ~~ 'f ~ E Ja ~ ]N W ~ O J K U. # =. J a J a ~ N m V In tD r m W O ~ N t7 V In m r m D! ~- O W N N N t7 N N V N In N m N r m N N T N p t7 ~ p ~ N E d ~- Z W C O J Q E °o K U K O F O O O O ooamo~o YI V lqqV C IG r~~O~1"1N r b ANA O N N A N ~ N N N N N N O z f L7 °~ a 0 a ~~ m W J W N az 00 ~0 ZW mz O O J J J H ~~acaig~ ='J min ~'F O O~ ~ m 0 V z m A Z h N LL O N W U' a U Z tQ U ~Q V .~..~ X . w . EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regazd to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primazy and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective. ) Effective Policy # Issued to This endorsement form as a part of Named Insured Countersigned by Authorized Representative ~ACARD CERTIFICATE OF LIABILITY INSURANCE OP ID S DATE (MM/DD/YYYY) TROCOlC OS 14 07 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Nilne & SNC Insurance Services HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 17 SO Sast Glendale Avenue ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Phoenix AZ 85020-5505 '' Phone: 602-395-9111 Fax:602-395-0222 (INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A. loin Ciey Hza Inevranca co 0636 ~ INSURER B'. Troxell COIIIIIIUAi C8tionB, Inc• INSURER C: Kilae z a1aC iaeuzeane Services 4830 South 38th Street 40 _ INSURER D'. CA Non Residence Licease Phoenix AZ 850 INSURER E: #0863335 COVERAGES 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 ANV CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAV BE ISSUED OR MAV PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBIECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BV PAID CLAIMS. LTR NSR TYPE OF INSURANCE POLICY NUMBER GATE MMIDDIVV GATE MMIDDM/ LIMITS ', GENERAL LIABILITY EACH OCCURRENCE i $ SO OOO OO A X ~ COMMERCIALGENERALLIABILITY 59UIINQL2541 05/01/07 05/01/08 PREMISES (Eaoccurence $ 300000 CLAIMS MADE OCCUR MED EXP (Any ona Pefsan) $SDODO PERSONAL BADV INJURY $lOOOOOO _ GENERAL AGGREGATE $ ZOOOOOO GEN'L AGGREGATE LIMITAPPLIES PER: PRODUCTS-COMP/OP AGG $2000000 POLICY X jECOT LOC AUT OMOBILE LIABILITY ^ r^> T4 `v1~ SINGLE LIMIT D l $ ANY AUTO ATnTT O`/4..~ 1 L` L S -J I Ea ecc iUe ALL OWNED AUTOS [-jy ;) I BODILY INJURY SCHEDULED AUTOS /// i (Per pefeon) $ HIRED AUTOS / , .~( it '° may 'i BODILY INJURY I . NON-OWNED AUTOS ` ``~ t ~ Y ALtoraey, (Par accident) $ ' psSLSCan - ' ''i PROPERTY DAMAGE $ (Pet accitlant) GARAGE LIABILITY AUTO ONLY-Eq ACCIDENT $ ANY AUTO ' EA ACC OTHER THAN $ AUTO ONLY. AGG $ EXCESS/UMBRELLA LUIBILITV ,EACH OCCURRENCE I $ OCCUR C,CLAIMS MADE ~ AGGREGATE $ _ S DEDUCTIBLE $ ' RETENTION $ g WORKERS COMPENSATION AND ~ TORY LIMITS ER EMPLOYERS' LIABILITY '.. -- - ANVPROPRIE70R/PARTNER/EXECUTIVE I E.LEACH ACCIDENT ~ $ OFFICERIMEMBER EXCLUDEO4 d ~ I E.L. DISEASE-EA EMPLOYEE $ I! s. escnba under SPECIAL PROVISIONS Oalmv E.L. DISEASE -POLICY LIMIT $ OTHER DESCRIPTION DF OPERATIONS I LOCATIONS! VEHICLES! E%CLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS IIpon award of bid, The City of Santa Ana and its officers, employees, agents, volunteers and representatives are added as additional insured with respect to General Liability per coverage form CG2010 (7/04) This coverage is primary and non-contributory and cross liability is included per Hartford coverage form 800001 (6/05), attached.*10 days nonpayment. CERTIFICATE HOLDER CANCELLATION n~A~.L+I,l. SHOULD ANY Of THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE E%PIRA710N DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 O * DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL The City Of Sdnt8 AAa 20 Civic Center Plasa IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Santa Ana CA 92701 REPRESENTAT IV ES. / / ' 7,~ A~a+,C (/~ N///~ ACORD 26 (2001108) ®ACORD CORPORATION 1968 TAC2XELL Gt?MAAUNfCAT10fVS. I1VC I~Pi~~~ fNSURED'S.NAME Troxell Communicptiona, Inc. OTPID 3RC DATE. 05/14/07 3ubjac£ to policy terms, limitations, conditions and exclusions. 7ROXELL COAAMU41tCATiO1VS, ING POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Home Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations S A M P L E Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 -Who is An Insured is amended to B. With rasped to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for ^bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" ^property damage" occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The ads or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insureds) at the the additional insureds) at the location(s) location of the covered operations has been designated above. completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2010 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 TROXELL Ct}MAbURfiCAI'IONS, INC COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section I! -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V -Definitions. SECTION I -COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1j The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury' or "property damage" occurs during the policy period; and (3j Prior to the policy period, no insured listed under Paragraph 1. of Section II -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Secfion II -Who is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1j Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1j "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (bj You are not engaged in the business or occupation of providing such services. HG 00 01 06 05 Page 1 of 18 2005 The Hartford (Includes copyrighted material of Insurance Services Office, inc. with its permission.) TROXELL COMAdUN{CATION~, INC (2) For the purpose of determining the limits of ' insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement, This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract'; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "bodily injury" w "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies onlyrf you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pof(ution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or TAOXELL !GC}MMUi'SNCATION~, INC HG 00 01 06 05 Page 2 of 18 (iii) "Bodily injury" or "property damage" (e) At or from any premises, site or location on arising out of heat, smoke or fumes from which any insured or any contractors or a "hostile fire"; subcontractors working directly or indirectly (b) At or from any premises, site or location on any insured's behalf are pertorming which is or was at any time used by or for operations if the operations are to test for, any insured or others for the handling, monitor, clean up, remove, contain, treat, storage, disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to, or assess the effects of, "pollutants". (c) Which are or were at any time transported, (2) Any loss, cost or expense arising ouf of any: handled, stored, treated, disposed of, or (a) Request, demand, order or statutory or processed as waste by or for: regulatory requirement that any insured or (i) Any insured; or others test for, monitor, clean up, remove, (ii) Any person or organization for whom you contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, may be legally responsible; "pollutants"; or (d) At or from any premises, site or location on (b) Claim or suit by or on behalf of a which any insured or any contractors or governmental authority for damages subcontractors working directly or indirectly because of testing for, monitoring, cleaning on any insured's behalf are performing up, removing, containing, treating, operations if the "pollutants" are brought on detoxifying or neutralizing, or in any way or to the premises, site or location in responding to, or assessing the effects of, connection with such operations by such "pollutants". insured, contractor or subcontractor. However, this subparagraph does not apply However, this paragraph does not apply to to: liability for damages because of "property damage" that the insured would have in the i "Bodil in ur " or " ro ert dama e' (~) y t y p p y g ~ absence of such request, demand, order or arising out of the escape of fuels, statutory or regulatory requirement, or such lubricants or other operating fluids which claim or "suit" by or on behalf of a governmental are needed to perform the normal authority. electrical, hydraulic or mechanical functions necessary for the operation of 9• Aircraft, Auto Or Watercraft "mobile equipment" or its parts, if such "Bodily injury" or "property damage" arising out of fuels, lubricants. or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto" or watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured. Use exception does not apply if the "bodily includes operation and "loading or unloading". injury" or "property damage" arises out of This exclusion applies even if the claims against the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other in the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are "occurrence" which caused the "bodily injury" or brought on or to the premises, site or "property damage" involved the ownership, location with the intent that they be maintenance, use or entrustment to others of any discharged, dispersed or released as part aircraft, "auto" or watercraft that is owned or of the operations being performed by operated by or rented or loaned to any insured. such insured, contractor or This exclusion does not apply to: subcontractor; (ii) "Bodily injury' or "property damage" (~) A watercraft while ashore on premises you own sustained within a building and caused or rent; by the release of gases, fumes or vapors (2) A watercraft you do not own that is: from materials brought into that building (a) Less than 51 feet Tong; and in connection with operations being performed by you or on your behalf by a (b) Not being used to carry persons for a contractor or subcontractor; or charge; (iii) "Bodily injury" or "property damage" (3) Parking an "auto" on, or on the ways next to, " " arising out of heat, smoke or fumes from auto is premises you own or rent, provided the " not owned by or rented or loaned to you or the a "hostile fire , or insured; HG 00 01 O6 05 7'RCQXELL +upMMUNICATtOd~tS, INC Page 3 of 18 (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: {1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (i) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or {3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you awn, rent, or occupy, including any casts 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 property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or 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. Paragraphs (1), (3j and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III -Limits Of Insurance. 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 (3) and (4j of this exGusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment white not being used to perform operations at the job sife. Paragraph {6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 1. Damage To Your Work "Property damage" to "your work" arising out of it or any part of ii and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work'; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with. its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Page 4 of 18 ~ TF~CJ~~I~.I. CiQI~A/IUI~IICATION.~, ~MCi HG 00 01 D6 OS • n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. ElecVonic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment- related practices" are directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1} "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding tc or assessing the effects of an "asbestos hazard". Damage To Premises Rented To You -Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. HG o0 01 os as ~ TF{QXELL CpMMUNfiCAT14NS, INC page 5 of 18 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in fhe absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods -Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights "Personal and advertising injury" arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of: (1) Copyright; (2) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or {3) Title of any literary or artistic work. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (i) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 17.a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Mother's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your a-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test far, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". _. ; ,, ...7AOXEL.~.-; ,C+,©Nt~UNtCATIt)IV~, INC Page 6 of 16 ~ -, , y, , HG 00 01 O6 O5 ' o. War ' "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken try governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury' arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Discrimination Or Humiliation "Personal and advertising injury" arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. u. Employment-Related Practices "Personal and advertising injury" to: (1j A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, confain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard'; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and {3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. HG o0 01 os as TROX~l:1. CQA9MUNtCA'f~~NS, )NC Page 7 of 18 b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers" b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products-Completed Operations Hazard Included within the "products-completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS - COVERAGES A AND 8 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. Att expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c, The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All costs taxed against the insured in the "suit". f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a conVact or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c, The obligation to defend, or the cost of the defense of, chat indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, Page 8 of 18 ~X~{,~. ~~~CiE1Tif~~J, ANC HG 00 01 06 OS necessary litigation expenses incurred by us and .necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverage A -Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees and Volunteer workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b} above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG o0 01 os o5 TROXELL CONtMt1MtCATICINS, INC Page 9 of 18 have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising cut of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a, Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 14 of 18 ~ +, TRQXE~.1. ~A~UI~il.NICATIQNS, (~C HG 00 01 06 05 b. (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; (e) Any failure to make such inspections, • adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in 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 far the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. Lessors of Equipment (1} Any person or organization from whom you (ease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: 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 person or organization. d. Architects, Engineers or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed 6y you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1, The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2, Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products-completed operations hazard". HG 00 01 O6 05 TROXELL COMMUhIfCATiQNS, ANC Page 11 of 98 f. Any Other Party Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned 6y or rented to you; or (3) In connection with "your work" and included within the "products-completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply fo: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities, The limits of insurance that apply to additional insureds under this provision is described in Section III -Limits Oflnsurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV -Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III -LIMITS OF INSURANCE 1. The Most We will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Damages under Coverage B. 3. Products•Completed Operations Aggregate Limit The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit 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 "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be T~~~ ~~~il~i/e1T({~aS, (~C' HG 00 01 O6 OS Page 12 of 18 , • added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: • a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Secticn. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and tc any remaining period of less than 72 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specks of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit'; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (5) Any elected or appointed official, 'rf you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or HG 00 Di O6 05 ~ ,.TI~X~l:1~ t"JO{VIMUNICATi01VS, INC Page 13 of 18 that are in excess of the applicable limit of insurance. -An agreed settlement means a settlement and release '". of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described inc. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I -Coverage A -Bodily Injury And Property Damage Liability; {5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extenf not subject to Exclusion j. of Section I - Coverage A -Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to yeu covering liability for damages arising cut of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. {a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required 8y Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insured's own insurance, Phis insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit", If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 ''. T' "'~G~;t,;'11~i rw..~A,',t~~r ,NC HG 00 01 O6 05 ' If any of the other insurance does not permit contribution by equal shares, we will contribute by ,,, limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute alt premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, Including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V-DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto' does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness: or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 O6 05 TROXELl` ~OMMUNICATfOt~tS, (~C Page 15 of 18 6. "Coverage territory" means: ,~ a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world 'rf the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment-Related Practices" means: a. Refusal to employ a person; b. Termination of a person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at a person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. tt incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a. A contract for a tease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III -Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or {b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker" means a person leased to you by a labor teasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; Page 16 of 18 r , ri~XEU:~ ` co~~t~rv~car~rw~ ,.,,. ' b. While it is in or on an aircraft, watercraft or "auto"; . or ~'~ c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a} Snow removal; (b) Road maintenance, but not construction or resurfacing; or (cj Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongfu! eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products orservices; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. HG 00 01 O6 05 `rj'~)(E~ w~MUN~~i/~1r~v~~.5, INC Page 17 of 18 b. Does not include "bodily injury" or "property damage" arising out of: *r (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that products- completed operations are subject to the General Aggregate Limit. 20."Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shaft be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a, An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 23."Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25."Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. TROXELL COM(U1i1NICATiONS, ING He o0 01 os os Page 18 of 18 ACORD CERTIFICATE OF LIABILITY INSURANCE CSR LT °ATE IMM'DDrvvvvl TROCOIC 07/10/07_ HUB International Milne of A2 1750 East Glendale Avenue Phoenix AZ 85020-5505 Phone: 602-395-9111 Fax:602-395-0222 Troxell Communications, Inc. 4830 South 38th Street Phoenix AZ 65040 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR AL7ER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURER A: Trin Cicy nre anaurance ca 0636 INSURER B: xert[ora ins ca o[ cN xiareec INSURERC INSUREfl D: HUB International of ce11[orn a ineurenw serviwa _ _ _ V THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY PEOWREMENT, TERM OR CONDITION OF ANV CONTRACT OR OTHER DOCUMENT W ITH RESPECT TO W HIGH THIS CERTIFICATE MAY BE ISSUED OR MqV PERTAIN THE INSURANCE AFFORDED BV THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOW N MAV HAVE BEEN REDUCED BV PAID CLAIMS. LTA NSRO TYPE OFIN$URANCE POLICY NUMBEq OATETM6VD0/TVI1VE PDATE ENIRVpDlYY)N LIMBS GENERAL LIABILITY EACH OCCURRENCE E 1000000 A X X COMMERCIAL GENERAL LIABILITY 59UUNUL2541 05/01(07 OS(Dl/OS PREMISES tEa occurencej $300000 CLAIMS MADE ~OCCUR'I MED E%P (qny one person) $1D000 ' PERSONALBADV INJURY $SODOODO ' GENERAL AGGREGATE $ 2000000 _ GEN'L AGGREGATE LIMIT APPLIES PER'. PRODUCTS-COMPIOP gGG $2000000 POLICY X JECT LOG AUT OMOBILE LIA81LYfY COMBINED SWGLE LIMIT $ SOOOOOO g X gNYAUTO 59UUNUL2541 05/01/07 05/01/08 (Ea accident( ALL OW NED AUTOS BODILY INJURY $ SCHEDULED AUTOS (Per person( X HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS fPer accitlentl ' PROPERTY DAMAGE $ (Per accitlentl GARAGE LIABILITY AUTO ONLY-EA gCCIDENT E ANY AUTO ~ OTHER THAN EA ACG $ - AUTO ONLY: qGG $ EXCESS(UMBRELLA LIA8ILR'Y EACH OCCURRENCE $ _ OCCUR CLAIMS MADE AGGREGATE $ 8 DEDUCTIBLE E RETENTION $ $ WORKERS COMPENSATION ANO XITORY LIMITS ER A EMPLOYERS' LIABILITY 59NEKS2796 05/01/07 05/01/08 E.L EgCH ACCIDENT $500000 _ ANV PROPRIETORIPARTNEfl/EXECUTIVE OFFICERiMEMBEfl EXCLUDED? EL, DISEASE - EP EMPLOYEE $ 5O D OOO Ryes. Eescribe un0er SPECIAL PROVISIONS below E.L. DISEASE-POLICY LIMIT $500000 OTHER _ .',,rfl'~_~ A.5 TO FOI~Ah DESCRIPTION OF OPERATIONS! LOCATIONS !VEHICLES /EXCLUSIONS AODEO BY ENDORSEMENT /SPECIAL PROVISIONS ~ L ~ The City of Santa Ana and its officers, employees, agents, volunteers and CJ ~'l~d representatives are added as additional insured with respect to General_..--, _. __-_.-- Liability per coverage form CG2010 (7(04) This coverage is primary and noTi~E~t t':!.Lt S,..e1y contributory and cross liability is included per Hartford coverage form '"-'1-' ': ~ as ~\ttorrrav HGD001 (6/05), attached.*10 days nonpayment. See Page #3 rcer¢Ir Arc unl ncc CANCELLATION SANTAAN SHOULD ANV OF THE ABOVE OESCRIe ED POLICIES BE CANCELLED BEFORE THE EXPIgATION GATE THEREOF, THE ISSUING INSUflER WILL ENDEAVOR TO NAIL lO DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILUflE TO DO BO SHALL The City of Santa Ana IMPOSE NO OBLIGATION OR LIABILRY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 20 Civic Center Plaza ta Ana CA 927D1 S REPRESENTATIVES. an AUT /E$REPR/EB,ENyTA~TIVE• I~M~LIf ///~ ACORD 25 (2001108) Iw wuvnu uvnrvnn I lun loon IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 form is subject to all policy terms, conditions, limitations and CONSENT CALENDAR 25.C. AGMT NO. 2007-130 - GIS PROGRAMMING AND CONSULTING SERVICES -Execute an agreement with Redlands Software Inc. for an amount not-to-exceed $120,000 -Public Works Agency 25.D. AGMT N0. 2007-131- MAINFRAME COMPUTER MAINTENANCE - Execute an amendment with Symco Group, Inc., extending the agreement far one year in an amount not to exceed $85,000 for mainframe computer maintenance, equipment, and technical services - Finance & Management Services Agency 25. E. AGMT NO. 2007-132 -COMPUTERIZED CASHIERING SYSTEM - Execute an amendment with System Innovators Incorporated far one year in an amount not to exceed $20,000 -Finance & Management Services Agency 25.F. AGMT NO. 2007-133 -WAGES AND TERMS OF EMPLOYMENT - Execute an agreement with the Police Management Association regarding wages and other terms and conditions of employment -Personnel Services Department 25.G. AGMT N0. 2007-134 - AUDIO VISUAL EQUIPMENT AND INSTALLATION -Execute an agreement with Troxell Communications, Inc. in an amount not to exceed $133,000 -Police Department 25.H. AGMT N0. 2007-135 -GIFT SHOP AT THE DEPOT AT SANTA ANA LICENSE - Execute a second amendment to the License Agreement with K. Lee Gifts -Community Development Agency 25.1. AGMT NO. 2007-136 -WELFARE-TO-WORK PROGRAMS -Execute an agreement with the County of Orange Social Services Agency in the amount of $631,970 -Community Development Agency LAND USE MATTERS CONDITIONAL USE PERMITSNARIANCES 31.A. CONDITIONAL USE PERMIT NO. 2007-06 - 5111 WEST EDiNGER AVENUE Filed by Joe Thompson, T-Mobile, to install cellular antennas within a roof mounted dome in the Community Commercial {C1) zoning district located at 5111 West Edinger Avenue. Motion: Receive and fife the staff report approving Conditional Use Permit No. 2007-06 as conditioned. CITY COUNCIL MINUTES 194 JUNE 4, 2007 SPECIAL PRESENTATION -Annual Outstanding Historic Preservation Project Awards 2007 -Historic Resources Commission CERTIFICATE OF RECOGNITION presented by MAYOR PULIDO to the Orange County Tobacco Use Prevention Coalition for assisting the City of Santa Ana in drafting the first Tobacco Retail Licensing ordinance in Orange County CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM CLAUDIA ALVAREZ to the Sponsors and Planning Steering Committee of the "Mother's Day Celebration 2007" event CERTIFICATES OF RECOGNITION presented by MAYOR PRO TEM ALVAREZ to Santa Ana student recipients of the 2007 Gates Millennium Scholarship CERTIFICATE OF RECOGNITION presented by COUNCiLMEMBER MARTINEZ to Mario Guerrero recognizing him as an "Emerging Youth of Santa Ana" CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER SARMIENTO to the Orange County High School of the Arts in recognition of their 2007 Pen`ormance Season CONSENT CALENDAR Mayor Pulido announced the following modifications to the Consent Calendar: • Mayor Pulido pulled item 39A for separate discussion • Councilmember Benavides pulled Item 23A for separate discussion • Mayor Pro Tem Alvarez pulled Items 20A and 25J for separate discussion Motion: Approve staff recommendations on the following Consent Calendar items. MOTION: Alvarez VOTE: AYES NOES ABSTAIN ABSENT: SECOND: Tinajero Alvarez, Benavides, Bustamante, Martinez, Pulido, Sarmiento, Tinajero (7) None (0) None (0) None (0) CITY COUNCIL MINUTES 789 JUNE 4, 2007 -~,r~,- _ ~ ~:~ ~ONO~~ li X11...1 ~ i _ ® ~ v e b~+ om'+i Merchants Bonding Company 2100 FLEUR DRIVE • DES MOINES, IOWA 50321-1158 (515) 243-8171 • (B00) 678-8171 • (515) 243-3854 FAX January 2, 2009 City of Santa Ana RE: CAC 65800 20 Civic Center Plaza, M-16 TROXELL COMMUNICATIONS IN Santa Ana, CA 92701 PHOENIX, AZ $133,000.00 Bond Number CAC 65800 was issued on 08!02/2007 covering: Supply of product, installation and training Please provide us with the information requested below so that we may keep our records up to date. There are several ways you can respond to this letter: 1. Log on to our website at www.merchantsbonding.com and click on the "Submit Progress Report" link and enter this access number: NTEBZ7F3CA 2. Call us at (800) 678-8171 and we will take the information from you over the phone. 3. Mail this completed form to: Merchants Bonding Company (Mutual) c/o Mary Dafflitto 2100 Fleur Drive Des Moines, IA 50321-1158 4. Fax this completed form to: (515) 243-3854 Sincerely, Jason Dettbarn Merchants Bonding Company (Mutual) hereby releases the architect or engineer supplying the information contained on this form from any and all liability whatsoever which might in any way result from the accuracy or inaccuracy of the information requested and supplied by this form. I . If contract is completed: Acceptance Date ~ " f ~ ~ ~8 Final Contract Price (including any retention): ~ 17f ~~ 7~ g~ 2. If contract is uncompleted: Approximate percentage complete: "'"' Amount paid to date: Amount of any change orders: 3. Are you aware of any claims for unpaid labor or materials? Yes ^ No Iffi If yes, please explain: 4. Has the work progressed satisfactorily? Yes ~ No ^ If no, please explain: 5. Additional comments: N 6. How would you like to be contacted in the future? Phone ^ Fax ^ Mail ^ Email ~. 7. Completed by: Name ~L~.y C~D~"i~.JS~J~ Date 3'~ ~ "~ Phone 7~Y- 2~s gD~/D Fax _~ Email KL~oMi~S/C~! ~__ ~ONO~` a ;, ~+ ~~ ~n s ® o = i b~+ w '+~ Merchants Bonding Company 2100 FLEUR DRIVE • DES MOINES, IOWA 50321-1158 (515) 243-8171 • (800) 678-8171 • (515) 243-3854 FAX January2, 2009 City of Santa Ana RE: CAC 65800 20 Civic Center Plaza, M-16 TROXELL COMMUNICATIONS IN Santa Ana, CA 92701 PHOENIX, AZ $133,000.00 Bond Number CAC 65800 was issued on 08/02/2007 covering: Supply of product, installation and training Please provide us with the information requested below so that we may keep our records up to date. There are several ways you can respond to this letter: 1. Log on to our website at www.merchantsbonding.com and click on the "Submit Progress Report" link and enter this access number: NTEBZ7F3CA 2. Call us at (800) 678-8171 and we will take the information from you over the phone. 3. Mail this completed form to: Merchants Bonding Company (Mutual) c/o Mary Dafflitto 2100 Fleur Drive Des Moines, IA 50321-1158 4. Fax this completed form to: (515) 243-3854 Sincerely, Jason Dettbarn Merchants Bonding Company (Mutual) hereby releases the architect or engineer supplying the information contained on this form from any and all liability whatsoever which might in any way result from the accuracy or inaccuracy of the information requested and supplied by this form. 1. If contract is completed: Acceptance Date `" (g~ DS Final Contract Price (including any retention): (f 7 ~~ 7, `~~ 2. If contract is uncompleted: Approximate percentage complete: "`-' Amount paid to date: ---~ Amount of any change orders: `~ 3. Are you aware of any claims for unpaid labor or materials? Yes ^ No ~( If yes, please explain: 4. Has the work progressed satisfactorily? Yes ~ No ^ If no, please explain: 5. Additional comments: 6. How would you like to be contacted in th//e~~future? Phone ^ Fax ^ Mail ^ Email 7. Completed by: Name ~l~p~li,JS'.rG Date 3~/O ~D Phone 7~`I - 2y',$- BoyD Fax Qf -~ Email ft'LyoM~aS/C~! ~_ S.4 ~>~ ~ ~.~ A . D2G-