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Home My WebLink AboutDAKTRONICS, INC.-2017City of Santa A Clerk of the Council COTC Office Use Only AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreer�� tad a amendments (if any) are no longer in effect. LUG rCc �PM 4' 22 Note: If your agreement is grant related, please ensure that all grant retention require n{� 4 O have been satisfied prior to signing the termination form. "MY I ' 5 AINTA ANA CLERK OF COUNCIL Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with No. N-2017-163 was completed on p and final payment has been made. (List all amendments. Use space below if needed.) Department: PRC6A Phone/Ext.: 41o11Q Signature: V Date: q 120/iq Revised: 10-18-16 0: PRCS ( ) Silvia eves N-2017'163 INSURANCE ON F� WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK Of CDUNCIL AGREEMENT TO PROVIDE MAINTENANCE DATE: JAM 2 d 2011 AND REPAIR, SERVICES AT SANTA ANA STADIUM THIS AGREEMENT is made and entered into this 15th day of August, 2017 by and between y Daktronics, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation U t j organized and existing under the Constitution and laws of the Strut of California ("City„), a. O RECITALS in — A, In 2006, Daktronics installed the scoreboard at the Santa Ana Stadium. Since September 2006, Daktronics has provided maintenance services for the scoreboard/marquee at the Santa Ana Stadium. The City desires to retain Contractor to continue to maintain the scoreboard/marquee. B. Contractor represents that it is able and willing to provide such services to the City described in the attached scope of work that is attached to this Agreement and identified as Exhibit A. 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 in compliance with such standards as may reasonably be expected from a prrofbssional 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 maintenance and repair services for the Santa Ana stadium scoreboard/marquee as set forth in Exhibit A, attached hereto and incorporated by reference, Contractor has included its standard terns and conditions which City agrees to with the exception. of sections 2,3, 15, 17 and 21. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges .identified in Exhibit B and incorporated by reference to this Agreement, The total semi to be expended under this Agreement shall not exceed $8,1.00 during the terra of this Agreement. b. Full Payment shall be made by City within 30 days (thirty) days following receipt by Contractor of the Sully executed agreement, 3. TERM This Agreement shall corn uenee on August 18, 2017 and terminate on August 17, 2018 unless terminated earlier in accordance with Section 16, below. Page 1 of I 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $'1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws, 5. 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-eniployce 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 mariner consistent with all applicable standards and regulatiorxs governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable with'hold:ing taxes, 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual 'license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor tinder this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at. City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if Bury, 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, Page 2 of'11 volunteers and representatives as additional insured(s) and shall include, but not be litnited to protection against claims arising from bodily and personal injury, including death resulting therefrom mid 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, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 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 3700 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. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: 1. 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 by the City. iii, Certificates and policies shall state (list 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. iv. Contractor shall supply City with a fully executed additional Insured endorsement. f. 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 affect Contractor's right to bepaid 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. Page 3 of 11 S. INDEMNIFICATION Contractor agrees to defend, acid shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section '1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from 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. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10, RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement, All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. Page 4 of 11 1.1. CONIiII)FNTIAI,I'CY If Contractor receives from the City iinformation 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 irrforniation 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; (e) 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, 12. CONFLICT OFINTEREST 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. 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. 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 teams of this Agreement and airy attachments hereto, the terms of this Agreement shall prevail. This Agreement may not bemodified except bywritten 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 or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been nrade by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of'1I 15. 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. 16. 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 Executive Director may require Contractor to deliver to the City all work product(s) completed as of such hate, 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 matte for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy, No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. 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, shill be the venue for any action or proceeding that may be brouglmt or arise out of, in connection with or by reason of'this Agreement. 19. 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 kill other governmental agencies. Contractor shall notify the City immediately and Page 6 of 1.1 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. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terns 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 sat forth in the body of this Agreement. 21. 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 fax 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) 11.0. Box 1988 Santa Ana., CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Gerardo Monet Executive Director, Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647-4211 And City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988. Page. 7 of 11. Santa. Ana, California 92702 Fax 714- 647-651.5 To Contractor: Daktronics, Inc. 201 Daktronics Drive Brookings, SD 57006 Fax:605-697-4700 Attn: Dustin Culhane A party may change its address by giving notice in writing to the other pasty. 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 fax, communication shall be ef£ectivo or deemed to have been given twenty-four (24) hours after 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. --remainder ofpage loft intentionally blank; signature page to follow -- Page 8 of I 1 IN WITNESS WHEREOF., the.partles'hOeto hamexecuted this Agreeineat the data and,year first above written. ATTEST;. CITY OF SANTA ANA Marla D. Fluim liia Kur Clerk of the Council interim City APPROVED AS TO FORM: SOMA R. CARVALHO DAKTRONICS, INC,- City Attorney By: dA"' X errs A. Rossini Senigr Assistant City Attorney RECOMMENDED FO$ APPROVAL: GERARDO MOUE Executive Director, Parks, .Recreation and Cammunity.Services.Agency Page 9 of 11 EXHIBIT A SCOPE OF SERVICES DAKTFRONIUS tia;b•Ckl-fR:TF. ^ EC,S as i)-a�5-a376E,R dt Gar..-»t;;3t� EXTENDEa SERVICE /AGREEMENT DAKTRONICS, INC. ('Daktronics') 201 Daktronics Drive Brookings, SD 57006 Phone: (800) 325.8766 Daktronics Contact: Dustin Culhane Purchaser: City of Santa Ana Address: 20 Civic Center Piz PO Box1988 City, State, Zip : Santa Ana, CA 92701.4058 Country: United States Phone: 714-571-4252 Contact: Hiram Uribe Email: huribe@santa-ana.org For Internal Use Only Bill to Lac #c Bill to Contact: Check #: Customer ID: 155374-001 Purchaser hereby agrees to purchase the services, peripherals and additional supplies (collectively, the 'Services') as described on Attachment A, subject to this Extended Service Agreement, the Terms and Conditions of Extended Service, and any and all applicable Attachments (collectively, the 'Agreement'), which documents Purchaser has reviewed and agrees to accept. Term (Duration) of the Agreement Commencement Date: 18 August 2017 End user: Santa Ana Stadium, Santa Ana, California, United States End user10: 155374-002 Description of Services Provi See Attachment A Enhanced Service Portfolio Expiration Date: 17 August2018 Price & Payment Terms See Attachment B Unless specifically outlined in any Attachments or in the Agreement, this Agreement does not include the following: 1. Any applicable taxes. 2. Third party systems, hoist systems, and any ancillary equipment. Third party systems and ancillary equipment includes, but is not limited to, front end video control systems, audio systems, video processors and players, HVAC equipment, LCD screens, and static advertising panels, Daktronics will pass along any manufacturer's warranty. For a list of products commonly excluded from the Standard Service and Extended Service scope and to view the manufacturer's warranty, go to www,dalttronics.com exclusions. 3. Incorporation of accessories, attachments, software or other devices not furnished by Daktronics. Proposal Date: 12 September 2016 4rderNo. E13750-2 Copyright © Daktronics, Inc. DP-2940 Rev-111AN16 Page 1 of 8 EQUIPMENT LIST Original Order # Equipment qty C13750 FB-1630 Football Displayw/TNMC 1 AF-3400-16x144 Galaxy Display 1 PS-23s-112x144 ProStar Display 1 AF-3700-64176 GalaU Dis la 1 V-tink 4000 Video Processor 1 *Venus 7000 Controller 1 All Sport 5100 Control Console 2 *The Indicated equipment is subject to the following limited scope of services due to the age of the equipment, In the event a service issue regarding the indicated equipment arises, the equipment will be checked. To the extent the failed component of the equipment can be repaired or exchanged for a refurbished item, the costs of the repair or exchange are included in this Agreement. To the extent the failed component cannot be exchanged or repaired, the replacement of the Indicated equipment is not Included in this Agreement. The determination of whether the equipment or any part or component can be exchanged or repaired shall be at Daktronics reasonable discretion. Nothing herein shall be construed as requiring Daktronics to specially engineer, order, manufacture, or otherwise incur costs to procure replacement components for this equipment. The underlined equipment will be covered under this Agreement, E13750-2, for one (1) year from the current commencement date of 18 August 2017, after which, the indicated equipment will be serviceable, if possible, on a time and materials basis. Proposal Date: 12 September 2016 Order No. E33750-2 Copyright 0 Daktronics, Inc. Dr�2940 Rav-dIAN16 page 2 of ATTACHMENT A Enhanced Service Portfolio Scope of Services 1. Daktronics Parts Coverage which includes: 1.1. Daktronics Expedited Parts Processing: includes replacement parts, repair and return parts and exchange parts. • See Estimated Processing Times for Service Parts (DD#1428254) for estimated lead and delivery times. 1.2. Shipping of repaired or replaced failed electronic components to and from Daktronics. 2. Technical Phone Support: 21, General phone support hours24/7/365. 2.2. Remote assisted technical support.' 3. Account Services: Access to Daktronics Service Coordination 24/7/365, 4. On -Site Field Services: On -site response between 24-48 hours of notification. 5. One Annual System Check to include display and control system checks and display filter change when applicable. 6. On -Site Parts Inventory Management, including inventory control. Enhanced Service Portfolio shall not include nor be construed to include any service or support that Is not expressly stated above in the definition of the Enhanced Service Portfolio. Examples of services that are not within the scope of standard service include, but are not limited to, the following: • Remote monitoring services. • Camera calibration. • Display cleaning. Above listed exclusions are available as billable services. Quotes may be provided upon request. Purchaser Responsibilities The items listed below are the responsibility of the Purchaser. 1. Purchaser is responsible for routine operator functions such as content creation or scheduling and all configuration, set-up, and operation for events/usage. 2. Purchaser is responsible for providing lift access to the display, unless Costs of Lift Access are specifically Included above as an Add -On Service. 3. Purchaser is responsible for providing a secure internet connection. 4. Purchaser is responsible for the maintenance items listed below; failure to properly maintain equipment may, at Daktronics' sole discretion, relieve Daktronics of its responsibilities under the Terms and Conditions of Extended Service attached hereto, 4.1, Throughout the term of this Agreement, Purchaser shall maintain site conditions within the common environmental range of all system devices as specified by Daktronics. 4,1 Purchaser is responsible for routine, preventative maintenance functions of the external cooling systems (including but not limited to filters, fans, air conditioning) for displays. 4.3. Purchaser is responsible for purchasing and maintaining antivirus software on all control devices connected to Daktronics equipment. (See Daktronics Knowledge Base for list of supported software. DD2079868 http://www.daktron lcs,com/Support/KB/Pages/Antivirus-software-recommendations.aspx) 1 Available with Internet connection. This Agreement shall be subject to the attached Terms and Conditions of Extended Service. Proposal Date: 12 September 2016 Order No, E13750-2 Copyright O Daktronics, Inc. DP-294D Rev-11JAN16 Page 3 of 8 ATTACHMENT B Payment Schedule Unless otherwise agreed below, payment for the Service Agreement must be paid in full on the Commencement Date, Enhanced Service Portfolio; $8,100 Commencement Date: 18 August 2017 Expiration Date: 17 August 2018 Proposal pate: 12 September 2016 Order No. E13750-2 Copyright ® DAtromcs, Inc. DF-2940 Rev-11)AN16 Page 4 of 9 All invoices will be forwarded to Purchaser at the address indicated on page one (1) of this Agreement unless otherwise specified below: Billing Address: Company: Address: City, State, Zip: Country: Phone: Contact: Email: Purchaser hereby confirms that the Services are to be delivered at the address Indicated on page one (1) of this Agreement unless otherwise specified below: Site Address: Company: Santa Ana Stadium Address: 602 N Flower St City, State, Zip: Santa Ana, CA 92703 Country: United States ACCEPTANCE: In witness hereof, the parties hereto have executed this Agreement by and through their duly authorized officers. PURCHASER: City of Santa Ana By: .... _.m.._..,.-.._...,_.............. Na Signature PURCHASER PO ff DAKTRONICS, INC. By: ----- ------------- — ---- -- Nam Signature Print or Type Print or Type Date: Date: This form is an important part of your coverage. Please sign and return the entire Agreement to Daktronics, Inc. Once the signed Agreement is entered into our system, you will receive a copy for your records. Offer expires 60 days from Proposal Date. Proposal Date: 12 September 2016 Order No. E13750-2 Copyright C Daktronics, Inc. OF-2940eeryv-1VAN':6 Page 5 of 8 TERMS AND CONDITIONS OF EXTENDED SERVICE 1, Scope of Extended ervice Agreement. The scope of the Extended Service Agreement (the "Service Agreement") covers the Equipment and any Software delivered by Daktronics that Is delivered under the terms of the applicable software agreement between Purchaser and Daktronics, and shall also Include those services defined on Attachment A, SCOPE OF SERVICES (excluding maintenance services which are the responsibility of Purchaser as defined on Attachment A or services which may be purchased For an additional fee) (the "Services"), Response Times are defined on Attachment A. 2. Contract Documents. The parties agree that any subsequently -issued Purchaser form, such as a purchase order, shall incorporate the terms and conditions of this Service Agreement. The provisions of this Service Agreement shall control In the event of any conflicting provision in Purchaser's form. 3. Commencement Date. The Services shall begin upon the date stated as the 'Commencement Date' as detailed elsewhere In this agreement, 4, Conditions Precedent. Daktronics reserves the right to suspend Its performance in the event Purchaser falls to: (a) make payment as required, (b) maintain the Equipment within the recommended environmental conditions, Including but not limited to appropriate ventilatlon/air conditioning for Its location (Air conditioning systems must be. maintained according to manufacturer's specif (cations), (c) perform preventative maintenance not Included within this Service Agreement, or (d) perform any other obligation Including, without limitation, complying with the terms of any software agreenrcot between Purchaser and Daktronics, 5. Payment. Purchaser agrees to pay Daktronics according to the Payment Schedule. Unless otherwise stated, the price Is exclusive of federal, state and local taxes, Including without limitation sales, use, excise, privilege, or transactional taxes, but excluding Daktronics' Income. tax ('Tax'). Purchaser shall promptly pay upon demand such applicable Tax. Purchaser must present a valid exemption certificate if It claims any exemption from Tax, Late payments shall accrue Interest at the rate of 1.5% per month or the highest amount permitted by law, whichever is lower. 6. Spare Parts Package, In the event the Equipment was purchased with a spare parts package, the parties acknowledge and agree that the spare parts package Is designed to exhaust over the life of the Equipment and, as such, the replenishment or the packageis not included In the scope of this Service Agreement. 7. Limitations of Coverage. This Service Agreement does not cover. (a) service due to: (1) inadequate or Improper power, including wlthout limitation a sudden surge of electrical power; (If Improper handling, installation, adjustment, service, care, maintenance, storage or use of the Equipment; (ill) a Force MAjeure Event; (iv) environmental conditions outside the Equipment's technical specifications (including, without limitation excessive temperatures, corrosives, and metallic pollutants); (v) defects or failures occurring during a lapse In service coverage; (vi) incorporation of accessories, attachments, software or other devices or systems not furnished by Daktronies7 or (vil) any other cause other than ordinary use; (b) the provision of replacement communication methods (such as wire, metallic or fiber optic cable, conduit, trenching or other solutions) for the purpose of overcoming local site Interference; (c) LED degradation occurring within Daktronics technical specifications (degradation means the LED continues to emit light, but at some lesser level of brightness); (d) paint or refinishing the Equipment or furnishing material for this purpose; (e) pixel failure less than a total of .5% of the overall display, or In the case of free form elements, one entire element; (f) electrical work external to the Equ lament; (g) batteries; (h) third -party systerns and other ancillary equipment Including without limitation front-end video control systems, audio systems, video processors and players, HVAC equipment, and LCD screens; and (1) the security or functionality of End User's network or systems, including anti -virus software updates. 8. Actions that Void the Service Agreement. Daktronics shall be under no obligation to continue service under this Service Agreement if the Equipment or Software is: (a) moved from Its location of initial installation or reinstalled without the prior written approval of Daktronics (unless the equipment was designed by Daktronics to be mobile), or (b) Improperly repaired or altered in a manner Inconsistent with the Equipment manufacturer's standards or recommendations. 9. Service. Providers. Daktronics may select the parties delivering services under this Service Agreement at Its reasonable discretion. 10, Access to the Equipment. The Purchaser shall provide unfettered, solid, safe and unrestricted access to the Equipment (including„ if requested, any installed Software) taking into account environmental or site conditions. Unless otherwise specified on Attachment A, the Purchaser shall be required to provide any lifts or access equipment. Additional equipment or personnel required for safety, as determined by Daktronics in its reasonable discretion, shall be billed separately on a time and material basis. 11. Adverse, Conditions. In no event shall Daktronics be. obliged to perform Services under this Service Agreement during the existence of Adverse Conditions. 'Adverse Conditions' include without limitation, the following: severe inclement weather, hazardous site conditions including infestations of animals or dangerous Insects, saturated ground conditions, or residence or occupation by unauthorized personnel, The determination of a site condition as an Adverse Condition shall be at the reasonable discretion of Daktronics. Inaccessibility due to Adverse Conditions will exempt a location from coverage tinder this Service Agreement unit I such time as the Equipment becomes safely accessible once again. 12. Cooperation. Purchaser shall fully cooperate with Daktronics In connection with the service of the Equipment and Software, fhe Purchaser shall promptly notify Daktronics of Equipment and Software failure. Waiver of liability or other restrictions shall not he imposed as a requirement prior to accessing the .site Proposal Date: 12 September 2016 Order No. E13750-2 Copyright © Daktronics, Inc. DF-2940 Rev-111ANIC Page 6 of 8 13. Return Items. All items returned to Daktronics must have a Return Material Authorization (RMA) number. For exchange Items, the number is included with the shipment of the exchange unit. For repair Items, an RMA number can be obtained by phone (800�325- 8766), (International f1-605-697-4000), fax (605-697-4444) unless otherwise directed by Daktronics. 14, Shinning, When returning parts to Daktronics for repair or replacement, Purchaser assumes all risk of loss or damage, agrees to use any shipping, containers, which might be provided by Daktronics, and agrees to ship the Equipment In the manner prescribed by Daktronics. If returning equipment within the United States or within Canada, all Equipment must be returned by Purchaser FOR Daktronics' designated facility. If returning equipment across country borders, all Equipment must be returned by Purchaser DOP Daktronics' designated facility per INCOTERMS 2010, Daktronics assumes all risk of loss or damage during return shipment to Purchaser and such Equipment shall be returned by Daktronics FOB or DDP Purchaser's designated facility as appropriate. 15. Confidentiality. To the extent permitted by law, Purchaser shall consider all information furnished by Daktronics, including the terms and conditions of this Service Agreement, to be confidential and shall not disclose any such Information to any other person, or use such information itself for any purpose other than fulfillment of this Service Agreement unless Purchaser first obtains written permission from Daktronics to do so. Purchaser shall provide confidential information only to those of Its agents, servants, and employees who have been informed of the requirements of this paragraph and have agreed to be bound by them. The provisions of this paragraph shall survive termination of the Service Agreement. 16. Default. Daktronics reserves the right to terminate this Service Agreement and accelerate all amounts due and payable if; (a) Purchaser falls to make payment to Daktronics within ten days of the agreed payment dates, (b) Purchaser otherwise falls to c ompiy with any material provision of this Service Agreement, or (c) any proceeding is filed by or against Purchaser in bankruptcy. Daktronics reserves all its rights (both legal and equitable) under the Agreement, applicable statutes, and the common law. If Purchaser falls to perform any covenant or obligation under this Service Agreement or any other agreement that Purchaser has with Daktronics, Including without limitation the failure to pay when due any amounts owed to Daktronics, Daktronics shall be excused from the performance of any of Its obligations under this Service Agreement and any other agreement it has with the Parch aser. Purchaser shall be liable for any and all costs and expenses (including reasonable attorney's fees) Incurred by Daktronics In enforcing any provision of this Service Agreement. 17. Indemnity. Daktronics shall indemnify, defend and hold harmless the Purchaser and their respective subsidiaries, officers, directors, shareholders, partners, employees, agents, Insurers, successors and assigns from any third -party claims for liability, losses, damages, costs or expenses (collectively, 'Losses') to the extent that such Losses arise out of: (1) any negligent act or omission by Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics' control related to the execution of this Service Agreement; (if) any claim against any Indemnified party by reason of or alleging any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark, or other intellectual property right regarding the Equipment or the Software and its components; or, (ill) any fine or assessment with respect to. any violation or alleged violation of any applicable laws regarding safety or health, The Purchaser shall Indemnify, defend and hold harmless Daktronics and Its subsidiaries, officers, directors, shareholders, partners, representatives, employees, agents, insurers, successors and assigns of each of the foregoing from any and all Losses arising out of or in any way related to: (I) any negligent act or omission by the Purchaser or Its personnel, agents, subcontractors, or others engaged by the Purchaser or under their control (other than Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics' control), or (11) any unauthorized or Infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark, or other Intellectual property right. 18, Disclaimers: Limitation of Liability, Daktronics makes no representations or warranties under this Service Agreement. The damage limitation provided in this Service Agreement and the remedies stated herein shall be exclusive and shall be Purchaser's sole remedies. THE PARTIES AGREE THAT IN NO EVENT WHATSOEVER SHALL THE LIABILITY OF EITHER PARTY EXCEED THE AMOUNT OF THE PURCHASE PRICE. IT IS AGREED THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, REGARDLESS OF CAUSE, WHETHER SUCH LOSSES ARISE DIRECTLY OR INDIRECTLY FROM THE OTHER PARTY'S ACTS, OMISSIONS, OR BREACH. For the purposes of this Agreement, the Parties agree that "Consequential Damages" include, but are not limited to, loss of use, loss of profit, loss of business opportunity, and loss of advertising revenue. Purchaser explicitly accepts the provisions of this paragraph in return for the prices granted under the Service Agreement. Purchaser understands and agrees that the prices granted herein would be higher In the absence of this limitation of liability, No action against Daktronics shall be commenced more than one year after the accrual of the cause of action, Daktronics shall have no liability with respect to claims relating to or arising from use of third -party products and services. 19. Force Majeure. Both parties shall be excused from any liability under this Service Agreement for any delay in performance or failure to perform which delay or failure to perform Is caused by circumstances which are beyond the reasonable control of that party, including without limitation acts of God, natural disaster, fire, flood, labor or material shortages, war, vermin, earthquakes, tsunami, acts of terrorism, etc. (a 'Force Majeure Event'). 20, Assignment. Unless otherwise stated, this Service Agreement may not be assigned by either party without the prior written consent of the other party. 21. Miscellaneous. This Agreement shall be governed by the laws of the state where the Services are provided without regard to its conflict of law principles. This Service Agreement is the product of negotiations between the parti es hereto represented by counsel Proposal Date: 12 September 2016 Order No. E13750-2 Copyright D Daktronics, Inc, DF-2940 Rev-111AN9.fr Page. 7 of 8 and any rules of construction relating to Inter prelation against the drafter of an agreement shall not apply to this Service Agreement and are expressly waived. This Service Agreement represents the entire agreement of the parties and supersedes any previous understanding or agreement regarding the Services. This Service Agreement may not be amended or altered in any manner except in a writing signed by both parties. This Service Agreement may be executed In counterparts. The Purchaser and paktronics are not partners or Joint venturers. If any part of this Service Agreement is In any manner held to be invalid, illegal, void, or to be In conflict with any law, then the validity of the remaining portions or provisions of this Service Agreement shall not be affected, and such part, term, paragraph or provision shall be construed and enforced in a manner designed to effectuate the intent expressed in this Service Agreement to the maximum extent permitted by law. Proposal Pater 12 September 2016 OrderNo. F.19750-2 Copyright(9 Da Weeks, Inc. OF-2940 Rev-11JAN16 Page 8 of EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable Page I 1 of] 1 Exhibit B - Contractor Agreement with Daktronics, Inc, ATTACHMENT B Payment Schedule Unless otherwise agreed below, payment for the Service Agreement must be paid In full on the Commencement Date, Enhanced Service Portfolio: $8,100 Commencement Date: 18 August 2017 Expiration Date: 17 August 2018 Proposal Date: 12 September 2016 Order No. r.1375D-2 Copyright m Daktronics, tnc. DP-2940 eev.111AN16 Pate 4 of 8 A� R0 CERTIFICATE OF LIABILITY INSURANCE °08/09/2017YY' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 1-952-242-3100 Wells Fargo Insurance Services USA, Inc. CONTACT NAME: Kristin covert PHONE t, 952-242-3100 qIC No: 952-830-3009 E-MAIL Kristin.Covertowelisfar O.com ADDRESS: 9 400 Hwy 169 South INSURERS AFFORDING COVERAGE NAIC# Bth Floor INSURERA: TRAVELERS IND CO OF CT 25682 St. Louis Park, MN 55426 INSURED INSURER B: TRAVELERS PROP CAS CO OF AMER 25674 Daktronice, Inc. INSURER C: TRAVELERS IND CO OF AMER 25666 INSURERD: TRAVELERS IND CO 25658 201 Daktronice Drive INSURER E: PO Box 5128 1 INSURER F: Brookings, ED 57006-5128 COVERAGES CERTIFICATE NUMBER: 50562168 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF MMIODIYYYY POLICY EXP MMIDOIYYYY LIMITS A GENERAL LIABILITY HEGLSA117D6882TCT-16 10/01/16 10/01/17 EACH OCCURRENCE $ 1,000,000 T�COMMERCIAL CLAIMS -MADE OCCUR DAMAGERENTED PREMISESS Eaoccurrence $ 1,000,000 MED EXP(Any one person) $ 15,000 PERSONAL &ADV INJURY $ 1,000,000 AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 GEN'L POLICY Lf E ILac PRODUCTS - COMPIOP AGG $2,000,000 $ OTHER, A AUTOMOBILE LIABILITY HECAP317D6901TCT-16 10/01/16 10/01/27 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 BODILY INJURY(Per person) $ AUTO PANY ALL OWNED SCHEDULED AUTOS AUTOS( BODILY INJURY Per accident )NON K -OWNED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident $ B X UMBRELLA UAB X OCCUR HSM,TCUP117D6894TIL-16 10/01/16 10/01/17 EACH OCCURRENCE $ 20,000,000 AGGREGATE $ 20,000,000 EXCESS LIAB CLAIMS -MADE DED I X RETENTIONS 10,000 $ C D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETORIPARTNEWEXECUTIVE OFFICER/MEMBER EXCLUDED? NIA HC2HU3163DO118-16 HRKUH377D6913-16 10/01/16 10/01/16 10/01/17 10/01/17 X STATUTE ORH E.L. EACH ACCIDENT $ 1,000,000 E. EASE -EA EMPLOYE $ 1,000,000 (Mandatory In NH) f yes, describe under DESCRIPTION OF OPERATIONS below .L. -POLICY $ 1,000,000 pp DISEASE a5 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACO RD 101, Additional Remarks Schodu to, may be attached if more space is re tl� ..``,..r1``�A,�, ' Project: Products and Services provided by Daktronice, Inc. per Extended ServiPF ''3750-2 Additional Insured with respect to General Liability (Primary Basis; Incur a the Additional Insured shall be non-contributory): City of Santa Ana, ita officers, employees, agent Volunepresentatives. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 26 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 USA © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) nicholehofer 50562168 The ACORD name and logo are registered marks of ACORD Named Insured: Daktronics, Inc. Policy Term: 10-1-16/17 Policy Number: HEGLSA1 17D6882TCT-1 6 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS (a) The Additional Insured — Owners, AN INSURED: Lessees or Contractors — Scheduled Any person or organization that: Person or Organization endorsement a. You agree in a "written contract requiring in- CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured — Owners, surance" to include as an additional insured Lessees or Contractors — Completed on this Coverage Part; and Operations endorsement CG 20 37 b. Has not been added as an additional insured 07 04 or CG 20 37 04 13, or both of for the same project by attachment of an en- such endorsements with either of dorsement under this Coverage Part which those edition dates; or includes such person or organization in the (b) Either or both of the following: the endorsement's schedule; Additional Insured — Owners, Les - is an insured, but: sees or Contractors — Scheduled a. Only with respect to liability for "bodily injury", Person Or Organization endorsement "property damage" or "personal injury"; and CG 20 10, or the Additional Insured — Owners, Lessees or Contractors — b. Only as described in Paragraph (1), (2) or (3) Completed Operations endorsement below, whichever applies: ,, CG 20 37, without an edition date of (1) If the "written contract requiring insur- such endorsement specified; ance" specifically requires you to provide the person or organization is an additional additional insured coverage to that per- insured only if the injury or damage is son or organization by the use of: caused, in whole or in part, by acts or (a) The Additional Insured — Owners, omissions of you or your subcontractor in Lessees or Contractors — (Form B) the performance of "your work" to which endorsement CG 20 10 11 85; or the "written contract requiring insurance" (b) Either or both of the following: the applies; or Additional Insured — Owners, Les- (3) If neither Paragraph (1) nor (2) above ap- sees or Contractors — Scheduled plies: Person Or Organization endorsement (a) The person or organization is an ad- CG 20 10 10 01, or the Additional In- ditional insured only if, and to the ex- sured — Owners, Lessees or Contrac- tent that, the injury or damage is tors — Completed Operations en- caused by acts or omissions of you or dorsement CG 20 37 10 01; your subcontractor in the perform - the person or organization is an additional ance of "your work" to which the "writ - insured only if the injury or damage arises ten contract requiring insurance" sp- out of "your work" to which the "written plies; and contract requiring insurance" applies; ate° b) The p n or organization does not (2) If the "written contract requiring insur- to �'N qu ' as an additional insured with to the independent ance" specifically requires you provide additional insured coverage to that per- acts or (�P" ''n-3j; (�✓ ns of such person or organi- son or organization by the use of: VON �\ A CG D6 04 08 13 © 2013 The Travelers Indemnity Company. ghts reserved. Page 1 of 3 COMMERCIAL GENERAL LIABILITY 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured will be limited to such minimum required limits of liability. For the purposes of determining whether this limitation applies, the minimum limits of liability required by the "written con- tract requiring insurance" will be considered to include the minimum limits of liability of any Umbrella or Excess liability coverage required for the additional insured by that "written con- tract requiring insurance". This endorsement will not increase the limits of insurance de- scribed in Section III — Limits Of Insurance. Named Insured: Daktronics, Inc. Policy Term: 10-1-16/17 Policy Number: HEGLSA1 17D6882TCT-1 6 and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. 4. As a condition of coverage provided to the addi- tional insured by this endorsement: a. The additional insured must give us written notice as soon as practicable of an 'occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: b. The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any b professional architectural, engineering or sur- veying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. Q. c. The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products -completed opera- tions hazard" unless the "written contract re- quiring insurance" specifically requires you to d. provide such coverage for that additional in- sured during the policy period. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured under which that person or organization qualifies as a named insured, and we will not share with that other insurance. But the insurance provided to the additional insured by this endorsement still is excess over any valid (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. If a claim is made or "suit" is brought against the additional insured, the additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and oth- erwise comply with all policy conditions. The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to other insurance available to the additional insured which cov- ers that per on or organization as a named insured Ps10scribed in P asagraph 3. above. 5. The folfg is Ite DEFINITIONS Sec- ti�1p,,1\ i cs "Written con#. `rtn,q insurance" means that part of an 1. a'ct or agreement under which _ r& d to include a person or or - Page 2 of 3 © 2013 The Travelers Indemnity Company. All rights reserved. CG D6 04 08 13 Named Insured: Daktronics, Inc. Policy Term: 10-1-16/17 Policy Number: HEGLSA117D6882TCT-16 ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed, during the policy period and: COMMERCIAL GENERAL LIABILITY a. After the signing and execution of the contract or agreement by you; and b. While that part of the contract or agreement is in effect. CG DS 04 08 13 0 2013 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Named Insured: Daktronics, Inc. Policy Term: 10-01-16 to 10-01-17 Policy Number: HEGLSA117D6862'PCT-16 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an 'occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CG D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 ,��croRhP CERTIFICATE OF LIABILITY INSURANCE °08/09/2017 "' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-952-242-3100 Wells Fargo Insurance Services USA, Inc. CONTACT NAME: Kristin covert PHONE 952-242-3100 FAX 952-830-3009 C No EAIC No: ADDRESS:xl: X ri stin.COVert®wellsfargo.com 400 Hwy 169 South INSURERS AFFORDING COVERAGE NAIC# 8th Floor INSURER A: TRAVELERS IND CO OF CT 25682 St. Louie Park, MN 55426 INSURED INSURER B: TRAVELERS PROP CAS CO OF AMER 25674 Daktronics, Inc. INSURER C: TRAVELERS IND CO OF AMER 25666 INSURER D: TRAVELERS IND CO 25658 201 Daktronics Drive INSURER E: PO Box 5128 1 INSURER F: Brookings, ED 57006-5128 COVERAGES CERTIFICATE NUMBER: 50562168 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUER WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDNYYY LIMITS A X COMMERCIAL GENERAL LIABILITY HEGLSA117D6882TCT-16 10/01/16 10/01/17 EACH OCCURRENCE 5 1,000,000 CLAIMS -MADE � OCCUR DAMAGE( RENTED PREMISESSEa Occurrence 5 1,000,000 MED EXP(Anyone person) $ 15,000 PERSONAL &ARM INJURY $ 1,000,000 - AGGREGATE UMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 GEN'L POLICY [:�]JECTPRO- LOG PRODUCTS- $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY HECAP117D6901TCT-16 10/01/16 10/01/17 COMBINED SINGLE LIMIT Ea accident $ 1100010 00 BODILY INJURY (Per person) $ 'Y ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per acoldent $ $ B X UMBRELLA LIAR X OCCUR HSMJCUP117D6894TIL-16 10/01/16 10/01/17 EACH OCCURRENCE $ 20,000,000 AGGREGATE $ 20,000,000 EXCESS LIAR CLAIMS -MADE DED X I RETENTION$ 10,000 1 $ C D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? N (Mandatory,a NH) NIA HC2HUB163DO118-16 HRXUB177D6913-16 10/01/16 10/01/16 10/01/17 10/01/17 o X STATUTE OERH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 f yes, describe under DESCRIPTION OF OPERATIONS below E.L. E.L. DISEASE- POLICY LIMIT $ 1,000,000 5 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if ma Ng ,I1rerO;�'l Project: Products and Services provided by Daktronics, Inc. per Exten f1�coe YJe use. 813750-2 Additional Insured with respect to General Liability (Primary Has Ir apq$., vided by the Additional Insured shall be non-contributory): City of Santa Ana, its officers, esploye. agent`*"u-+ntears and representatives. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 26 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 USA ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) nicholehofer 50562168 The ACORD name and logo are registered marks of ACORD Named Insured: Daktronics Inc. Policy Term: 10-1-16/17 Policy Number: HEGLSA1 17D6882TCT-1 6 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS (a) The Additional Insured — Owners, AN INSURED: Lessees or Contractors — Scheduled Any person or organization that: Person or Organization endorsement a. You agree in a "written contract requiring in- CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured — Owners, surance" to include as an additional insured Lessees or Contractors — Completed on this Coverage Part; and Operations endorsement CG 20 37 b. Has not been added as an additional insured 07 04 or CG 20 37 04 13, or both of for the same project by attachment of an en- such endorsements with either of dorsement under this Coverage Part which those edition dates; or includes such person or organization in the (b) Either or both of the following: the endorsement's schedule; Additional Insured — Owners, Les - is an insured, but: sees or Contractors — Scheduled a. Only with respect to liability for "bodily injury" Person Or Organization endorsement "property damage" or "personal injury"; and CG 20 10, or the Additional Insured — Owners, Lessees or Contractors — b. Only as described in Paragraph (1), (2) or (3) Completed Operations endorsement below, whichever applies: CG 20 37, without an edition date of (1) If the "written contract requiring insur- such endorsement specified; ance" specifically requires you to provide the person or organization is an additional additional insured coverage to that per- insured only if the injury or damage is son or organization by the use of: caused, in whole or in part, by acts or (a) The Additional Insured — Owners, omissions of you or your subcontractor in Lessees or Contractors — (Form B) the performance of "your work" to which endorsement CG 20 10 11 85; or the "written contract requiring insurance" (b) Either or both of the following: the applies; or Additional Insured — Owners, Les- (3) If neither Paragraph (1) nor (2) above ap- sees or Contractors — Scheduled plies: Person Or Organization endorsement (a) The person or organization is an ad- CG 20 10 10 01, or the Additional In- ditional insured only if, and to the ex- sured — Owners, Lessees or Contrac- tent that, the injury or damage is tors — Completed Operations en- caused by acts or omissions of you or dorsement CG 20 37 10 01; your subcontractor in the perform - the person or organization is an additional ance of "your work" to which the "writ - insured only if the injury or damage arises d�� ten gantract requiring insurance" ap- "your to "written t; out of work" which the �S1P' s; and contract requiring Insurance applies, �p The person or organization does not (2) afthe "written nce" specifically contractrequiring insur-provide ��e�j pupec as an additional insured with p y q y p spect to the independent acts or additional insured coverage to that per- `��A \�� omissions of such person or organi- son or organization by the use of: �Jb zation. Q� CG D6 04 08 13 © 2013 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 COMMERCIAL GENERAL LIABILITY 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured will be limited to such minimum required limits of liability. For the purposes of determining whether this limitation applies, the minimum limits of liability required by the "written con- tract requiring insurance" will be considered to include the minimum limits of liability of any Umbrella or Excess liability coverage required for the additional insured by that "written con- tract requiring insurance". This endorsement will not increase the limits of insurance de- scribed in Section III — Limits Of Insurance. b. The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. c. The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products -completed opera- tions hazard" unless the "written contract re- quiring insurance" specifically requires you to provide such coverage for that additional in- sured during the policy period. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary y _ basis or a primary and non-contributory basis, this IJk insurance is primary to other insurance available to the additional insured under which that person or organization qualifies as a named insured, and we will not share with that other insurance. But the insurance provided to the additional insured by this endorsement still is excess over any valid Named Insured: Daktronics, Inc. Policy Term: 10-1-16/17 Policy Number: HEGLSA117D6882TCT-16 and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. 4. As a condition of coverage provided to the addi- tional insured by this endorsement: a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tender the de- fense and indemnity of any claim or "suit" to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to other insurance available to the additional insured which cov- ers that person or organization as a named insured as describednNM'ragraph 3. above. 5. The following is act %) he DffINITI Sec- tion: qq�e�\P, "Written contract requiring aye" means that part of any written con o' grraent under which you are req ' ;(9i ( w person or or - Page 2 of 3 ©2013 The Travelers Indemnity Company. All rights reserved. CG D6 04 08 13 Named Insured: Daktronics, Inc. Policy Term: 10-1-16/17 Policy Number: HEGLSA117D6882TCT-16 ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed, during the policy period and: COMMERCIAL GENERAL LIABILITY a. After the signing and execution of the contract or agreement by you; and b. While that part of the contract or agreement is in effect. GX'G 0�\ ��J��P1pd CG D6 04 08 13 © 2013 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Named Insured: Daktronics, Inc. Policy Term: 10-01-16 to 10-01-17 Policy Number: HEGLSA117D6882TCT-16 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: It111:1ONF-11SeTallIA[MIN 111II_1:31I1 V0161AA:T-1w=1WITA1:i■ The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV - COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an 'occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. CIS D4 25 07 08 © 2008 The Travelers Companies, Inc. Page 1 of 1 ACORO® CERTIFICATE OF LIABILITY INSURANCE ��- ATE D10/23 or"") 1o/z3/zo17 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-952-242-3100 Wells Fargo Insurance Services USA, Inc. CONTACT NAME: Jackie Ferguson PrInE. UV is 952-242-3110 ac No): 952-830-3009 EMAIL ADDRESS: Jackie.Ferguson@wellsfargo.com 400 Hwy 169 South INSURERS AFFORDING COVERAGE NAIC# 8th Floor INSURER A: TRAVELERS IND CO OF CT 25682 St. Louis Park, MN 55426 INSURED INSURER B: TRAVELERS PROP CAS CO OF AMER 25674 Daktronics, Inc. INSURER C: TRAVELERS IND CO OF AMER 25666 INSURER D: TRAVELERS IND CO 25658 201 Daktronica Drive INSURER E: PO Box 5128 1 INSURER F: BrookingB, SO 57006-5128 COVERAGES CERTIFICATE NUMBER: 51181676 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR R TYPE OF INSURANCE ADOL BURR POLICY NUMBER MM POLICY EFF /DDNYYY POLICY EXP MM/DD/YYYV LIMITS A X COMMERCIAL GENERAL LIABILITY HEGLSA117D6882TCT-17 10/01/17 10/01/18 EACH OCCURRENCE _ $ 1,000,000 CLAIMS -MADE I] OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) $ 15,000 PERSONAL B ADV INJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 POLICY PRO � LOG PRODUCTS AGG $ 2,000,000 $ OTHER A AUTOMOBILE LIABILITY HECAP117D6901TCT-17 10/01/17 10/01/18 EOacc Oat SINGLE LIMIT $ 11000,000 X BODILY INJURY (Per person) $ ANYAUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ NON -OWNED HIRED AUTOS X AUTOS B X UMBRELLA LIAB X OCCUR HSMJCUP117D6894TIL-17 10/01/17 10/01/18 EACH OCCURRENCE $ 20,000,000 AGGREGATE $ 20,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION$ 10,000 1 $ C D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNEWEXEOUTIVE YIN ER EXCLUDEDY OFFICERIMEMD (Mandatory in NH) NIA HC2RUB163D0ll8-17 HRRIIB177D6913-17 10/01/17 10/01/17 10/01/18 10/01/18 X PER STATUTE ORH EL EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 I(yes, read he under 0E8 RIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) V� Project: Products and Services provided by Daktronica, Inc. per Extended Service Agreement EAa42 Additional Insured with respect to General Liability (Primary Basis; Insurance provided bw%,a Additions neared shall be non-contributory): City of Santa Ana, its officers, employees, agents, volunteers eartl�Npreae tatie. SHOULD ANY OF THE ABOVE DESCRIED POLICIES BE CANCELLED BEFORE of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 6 Civic Center Plaza AUTHORIZED REPRESENTATIVE Ana, CA 92701 I ^'�S i USA �� © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) nicholehofer 51181676 The ACORD name and logo are registered marks of ACORD Named Insured: Daktronics, Inc. Policy Term: 10-1-17/18 Policy Number: HEGLSA1 17D6882TCT-1 7 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS (a) The Additional Insured — Owners, AN INSURED: Lessees or Contractors — Scheduled Any person or organization that: Person or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13, a. You agree in a "written contract requiring in- the Additional Insured — Owners, surance" to include as an additional insured Lessees or Contractors — Completed on this Coverage Part; and Operations endorsement CG 20 37 b. Has not been added as an additional insured 07 04 or CG 20 37 04 13, or both of for the same project by attachment of an en- such endorsements with either of dorsement under this Coverage Part which those edition dates; or includes such person or organization in the (b) Either or both of the following: the endorsement's schedule; Additional Insured — Owners, Les - is an insured, but: sees or Contractors — Scheduled a. Only with respect to liability for "bodily injury", Person Or Organization endorsement "property damage" or "personal injury"; and CG 20 10, or the Additional Insured — Owners, Lessees or Contractors — b. Only as described in Paragraph (1), (2) or (3) Completed Operations endorsement below, whichever applies: CG 20 37, without an edition date of (1) If the "written contract requiring insur- such endorsement specified; ance" specifically requires you to provide the person or organization is an additional additional insured coverage to that per- insured only if the injury or damage is son or organization by the use of: caused, in whole or in part, by acts or (a) The Additional Insured — Owners, omissions of you or your subcontractor in Lessees or Contractors — (Form B) the performance of "your work" to which endorsement CG 20 10 11 85; or the "written contract requiring insurance" (b) Either or both of the following: the applies; or Additional Insured — Owners, Les- (3) If neither Paragraph (1) nor (2) above ap- sees or Contractors — Scheduled plies: Person Or Organization endorsement (a) The person or organization is an ad- CG 20 10 10 01, or the Additional In- ditional insured only if, and to the ex- sured — Owners, Lessees or Contrac- tent that, the injury or damage is tors — Completed Operations en- caused by acts or omissions of you or dorsement CG 20 37 10 01; your subcontractor in the perform - the person or organization is an additional ance of "your work" to which the "writ - ten insurance" insured only if the injury or damage arises contr requiring ap- out of "your work" to which the "written insurance" Q,a plies; d contract requiring applies;/(b) T erson or organization does not (2) If the "written contract requiring insur- Q.P'Cj as an additional insured with ance" specifically requires you to provide (� J to the independent acts or additional insured coverage to that per- `T.a,G sions of such person or organi- son or organization by the use of: G\�1� �Q ation. CG D6 04 08 13 © 2013 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 lill LTAIJ,I=ZN/\1111MZ M 0-14104G1=1IWIM 2. The insurance provided to the additional insured by this endorsement is limited as follows: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured will be limited to such minimum required limits of liability. For the purposes of determining whether this limitation applies, the minimum limits of liability required by the "written con- tract requiring insurance" will be considered to include the minimum limits of liability of any Umbrella or Excess liability coverage required for the additional insured by that "written con- tract requiring insurance". This endorsement will not increase the limits of insurance de- scribed in Section III — Limits Of Insurance. Named Insured: Daktronics, Inc. Policy Term: 10-1-17/18 Policy Number: HEGLSA117D6882TCT-17 and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that per- son or organization is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. 4. As a condition of coverage provided to the addi- tional insured by this endorsement: a. The additional insured must give us written notice as soon as practicable of an 'occur- rence" or an offense which may result in a claim. To the extent possible, such 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 b. The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any b professional architectural, engineering or sur- veying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. c. The insurance provided to the additional in- sured does not apply to 'bodily injury" or "property damage" caused by "your work" and included in the "products -completed opera- tions hazard" unless the "written contract re- quiring insurance" specifically requires you to provide such coverage for that additional in- sured during the policy period. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible other insurance, whether primary, ex- cess, contingent or on any other basis, that is available to the additional insured. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured under which that person or organization qualifies as a named insured, and we will not share with that other insurance. But the insurance provided to the additional insured by this endorsement still is excess over any valid C. (3) The nature and location of any injury or damage arising out of the 'occurrence" or offense. If a claim is made or "suit" is brought against the additional insured, the additional insured must: (1) Immediately record the specifics of the claim or "suit' and the date received; and (2) Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit' as soon as practicable. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and oth- erwise comply with all policy conditions. The additional insured must tender the de- fense and indemnity of any claim or "suit' to any provider of other insurance which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to other insurance avaiL41e to the additional insured which cov- 'organization as a named d in Paragraph 3. above. to the DEFINITIONS Sec- rotIrequiring insurance" means that a ritten contract or agreement under are required to include a person or or - Page 2 of 3 © 2013 The Travelers Indemnity Company. All rights reserved. CG D6 04 08 13 Named Insured: Daktronics, Inc. Policy Term: 10-1-17/18 Policy Number: HEGLSA1 1 7D6882TCT-1 7 ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed, during the policy period and: COMMERCIAL GENERAL LIABILITY a. After the signing and execution of the contract or agreement by you; and b. While that part of the contract or agreement is in effect. Q�G CG D6 04 08 13 © 2013 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Named Insured: Eaktronics, Inc. Policy Term: 10-01-17 to 10-01-18 Policy Number: HEGLSA119D6882TCT-19 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: CG D4 25 07 08 (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. © 2008 The Travelers Companies, Inc. 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