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C-6368 - Purchase and Installation Agreement for Smartbox Equipment at Oasis Senior Center
�[o M: PURCHASE AND INSTALLATION AGREEMENT WITH X-FACTOR COMMUNICATIONS FOR SMARTBOX EQUIPMENT AT OASIS SENIOR CENTER THIS PURCHASE AND INSTALLATION AGREEMENT ("Agreement') is made and entered into as of this 16th day of November, 2015 ("Effective Date") by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City'), and X-Factor Communications, a California corporation ("Contractor"), whose principal place of business is 619 N. Poplar Street, Orange, CA 92868, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to provide and install one (1) Dish 16-slot Chassis ("Smartbox") equipment to current distribution center, as detailed in the Scope of Work and Schedule of Billing Rates attached hereto as Exhibit "A" ("Project"). C. Contractor has examined the location of all proposed work, carefully reviewed and evaluated the specifications set forth by the City for the Project, is familiar with all conditions relevant to the performance of services and has committed to perform all work required for the price specified in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. SCOPE OF WORK 1.1 Contractor shall provide all tangible items and perform all the services described in the Scope of Work attached hereto as Exhibit "A" and incorporated herein by reference. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that is shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. X-Factor Communications Page 1 1.2 Contractor shall perform everything required to be performed, and shall provide and furnish all the labor, materials, necessary tools, expendable equipment and all utility and transportation services necessary for the Project. 1.3 In consideration of the payment of the Purchase Price and subject to all the terms and conditions hereof, Contractor shall: sell to City and install one (1) Dish 16- slot chassis and all necessary mounting equipment (hereinafter referred to as "Products"), as listed and set forth in the Scope of Work attached hereto as Exhibit "A" and incorporated in full by this reference. 2. TIME OF PERFORMANCE 2.1 Time is of the essence in the performance of services under this Agreement and Contractor shall complete the Project installation, implementation and acceptance testing within the time set forth in Exhibit `A". The failure by Contractor to meet this schedule may result in termination of this Agreement by City as outlined in Section 18 below. 2.2 Force Majeure. The time period(s) specified in Exhibit "A" for performance of services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contractor, including but not restricted to acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City, if Contractor shall within ten (10) days of the commencement of such delay notify City in writing of the cause of the delay. City shall ascertain the facts and extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. City's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to recover damages against City for any delay in performance of this Agreement, however caused, Contractor's sole remedy being extension of the Agreement pursuant to this Section. 3. TERM Unless earlier terminated in accordance with Section 18 of this Agreement, this Agreement shall continue in full force and effect until completion of the services agreed to herein or until December 31, 2015, whichever occurs first. 4. COMPENSATION 4.1 City shall pay Contractor for the Services on a time and expense not-to- exceed basis in accordance with the provisions of this Section and Exhibit "A" and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, shall not exceed Eleven Thousand Dollars and 00/100 ($11,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. X-Factor Communications Page 2 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit "A" to this Agreement or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit "A". 4.5 Contractor shall provide City with a minimum fourteen (14) days' notice of its dates of installation to enable the City to prepare the installation sites for the Products in accordance with the instructions of Contractor. The City shall complete site preparation prior to the date of installation of the Products, and the site shall thereafter be available for inspection and approval. All costs and expenses related to the site preparation shall be at the sole expense of City. 4.6 Extra Work. Contractor shall not receive any compensation for Extra Work without the prior written authorization of the City. As used herein, "Extra Work" means any work that is determined by the City to be necessary for the proper completion of the Project, but which is not included in the Purchase Price as specified in Exhibit "A", and which parties did not reasonably anticipate would be necessary. Compensation for any authorized Extra Work shall be paid in accordance with the hourly rates set forth in Exhibit "A„ 5. PROJECT MANAGER Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the term of the Agreement. Contractor has designated Rafael Gonzales to be its Project Manager. Contractor shall not remove or reassign the Project Manager without the prior written consent of City. City's approval shall not be unreasonably withheld. 6. ADMINISTRATION This Agreement will be administered by the Recreation & Senior Services Department. City's Recreation Supervisor or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. X-Factor Communications Page 3 7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE 7.1 Contractor shall use only the standard materials described in Exhibit "A" in performing services under this Agreement. Any deviation from the materials described in Exhibit "A" shall not be installed unless approved in advance by the City Project Administrator. 7.2 All of the services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. 8. RESPONSIBILITY FOR DAMAGES OR INJURY 8.1 City and all officers, employees and representatives thereof shall not be responsible in any manner for any loss or damage to any of the materials or other things used or employed in performing the Project or for injury to or death of any person as a result of Contractor's performance of the services required hereunder; or for damage to property from any cause arising from the performance of the Project by Contractor, or its subcontractors, or its workers, or anyone employed by either of them, unless caused by the City's negligent acts, omissions, or willful misconduct. 8.2 Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person or damage to property resulting from defects, obstructions or from any cause to the extent arising from the negligent acts, omissions, or willful misconduct of the Contractor or any subcontractor or supplier selected by the Contractor. 8.3 Contractor shall indemnify, hold harmless, and defend City, its officers, employees, agents, officers, representatives, employees and City Council, boards and commissions, from and against: (1) any and all loss, damages, liability, claims, allegations of liability, suits, costs and expenses for damages of any nature whatsoever, including, but not limited to, bodily injury, death, personal injury, property damage, or any other claims to the extent arising from any and all negligent acts or omissions or willful misconduct of Contractor, its employees, agents or subcontractors in the performance of services or work conducted or performed pursuant to this Agreement; (2) use of improper materials in performing this Project including, without limitation, defects in workmanship or materials and/or design defects; and/or (3) any and all claims asserted by Contractor's subcontractors or suppliers on the Project, and shall include reasonable attorneys' fees and all other costs incurred in defending any such claim. Contractor's liability in this Subsection shall be limited to the maximum amount of its insurance coverage for claims arising out non-negligent and non-intentional acts performed under this Agreement. Contractor shall not be held responsible for consequential or special damages, or claims made to City for such consequential or special damages. Nothing herein shall require Contractor to indemnify City from the negligence or willful misconduct of City, its officers or employees. X-Factor Communications Page 4 8.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold City, its agents, officers, representatives, employees and City Council, boards and commissions harmless from any proceeding brought against City for any intentional or unintentional violation of the intellectual property rights of any third party with respect to Products deliverables purchased in this Agreement This indemnification shall include, but is not limited to, infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Contractor's deliverables provided under this Agreement. 8.5 Contractor shall perform all Project work in a manner to minimize public inconvenience and possible hazard, to restore other work areas to their original condition and former usefulness as soon as possible, and to protect public and private property. Contractor shall perform work as specified in Exhibit "A" to limit impacts to traffic during the system installation period. Contractor shall be liable for any private or public property damaged during the performance of the Project work. 8.6 Contractor shall provide traffic control and access in accordance with Section 7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic Control Handbook (WATCH), as published by Building News, Inc. 8.7 Traffic control and detours shall at a minimum meet the following requirements: 8.7.1 Emergency vehicle access shall be maintained at all times. 8.7.2 The locations and wordings of all barricades, signs, delineators, lights, warning devices, parking restrictions, and any other required details shall ensure that all pedestrian and vehicular traffic will be handled in a safe manner with a minimum of inconvenience to the public. 8.7.3 All advanced warning sign installations shall be reflectorized and/or lighted. 8.7.4 Traffic signal system shutdown or planned 'red flash" shall be limited to 4-hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday through Thursday), except as authorized by the Project Administrator. 8.7.5 "STOP AHEAD" and "STOP" signs shall be furnished by the Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area Signs," of the State Standard Specifications except that the base material for the signs shall not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each direction of traffic. Locations of the signs shall be per the WATCH manual. 8.8 Nothing in this Section shall be construed as authorizing any award of attorney's fees in any action to enforce the terms of this Agreement, except to the extent provided in Section 8.3 above. 8.9 The rights and obligations set forth in this Section shall survive the termination of this Agreement. X-Factor Communications Page 5 9. INDEPENDENT CONTRACTOR City has retained Contractor as an independent contractor and neither Contractor nor its employees, nor any of its subcontractors, are to be considered employees of the City. The manner and means of conducting the work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment shall accrue to Contractor or its employees. 10. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Contractor on the Project. 11. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 12. BONDING 12.1 Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement: a Labor and Materials Payment Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and in the form attached hereto as Exhibit C which is incorporated herein by this reference; and a Faithful Performance Bond in the amount of one hundred percent (100%) of the total amount to be paid Contractor as set forth in this Agreement in the form attached hereto as Exhibit D which is incorporated herein by this reference. 12.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall be issued by an insurance organization or surety (1) currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, (2) listed as an acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide: Property- Casualty. 12.3 The Contractor shall deliver, concurrently with execution of this Agreement, the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of the "Certificate of Authority' of the Insurer or Surety issued by the Insurance Commissioner, which authorizes the Insurer or Surety to transact surety insurance in the State of California. X-Factor Communications Page 6 13. PREVAILING WAGES Pursuant to the applicable provisions of the Labor Code of the State of California, not less than the general prevailing rate of per diem wages including legal holidays and overtime work for each craft or type of workman needed to execute the work contemplated under the Agreement shall be paid to all workmen employed on the work to be done according to the Agreement by the Contractor and any subcontractor. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. 14. SUBCONTRACTING The subcontractors authorized by City, if any, to perform work on this Project are identified in Exhibit "A". Contractor shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 15. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 16. CONFLICTS OF INTEREST 16.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work X-Factor Communications Page 7 performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 16.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 17. NOTICES 17.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, to City by Contractor and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attention: Recreation Supervisor Recreation & Senior Services, City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 17.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Rafael Gonzales X-Factor Communications 619 N. Poplar Street Orange, CA 92868 18. TERMINATION 18.1 Termination With Cause - In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of five (5) calendar days, or if more than five (5) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within five (5) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the non-defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 18.2 Termination Without Cause. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for services satisfactorily performed and costs incurred in the performance of such services up to the effective date X-Factor Communications Page 8 of termination for which Contractor has not previously been paid. In the event of termination under this Section, City shall also pay Contractor for all Products, associated materials, and hardware delivered to City site under this Agreement that City deems usable. 19. EFFECT OF CONTRACTOR'S EXECUTION Execution of this Agreement by Contractor is a representation that Contractor has visited the Project site(s), has become familiar with the local conditions under which the work is to be performed, and has taken into consideration these factors in submitting its Project proposal and Scope of Work. 20. WARRANTY 20.1 Contractor warrants to City that all Products to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by Contractor in Exhibit "A". The warranty shall apply only to defects appearing within two years from the date of final acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of final acceptance by City for hardware products manufactured by Contractor. If Contractor installs the Products and associated hardware and materials, or supplies technical directions of installation by Agreement, the warranty period shall run from the date of final acceptance of installation by City, provided same is not unreasonably delayed by City. 20.2 If Contractor-manufactured equipment delivered hereunder does not meet the above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon correct any defect, including non-conformance with the specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days. City will return the defective product to Contractor, at Contractor's expense. Contractor shall repair or replace the defective item and return it to City, shipping costs prepaid. Contractor shall perform any necessary testing, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. 20.3 The foregoing warranty is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. Contractor does not warrant any equipment of other manufacture designated by City. 21. REPRESENTATIONS 21.1 Non-infringement. Contractor represents that to the best of its knowledge the technology embodied in the products sold herein does not infringe upon a United States patent or United States copyright in effect as of the Effective Date. 21.2 Authority. Each party represents as follows: (a) that it has full power and authority to execute, deliver and perform its obligations under this Agreement; (b) that there are no actions, proceedings or investigations, pending or, to the best of each party's knowledge, threatened against such party which may in any manner whatsoever X-Factor Communications Page 9 materially affect the enforceability of this Agreement or the rights, duties and obligations of the parties hereunder, and (c) that the execution, delivery and performance of this Agreement will not constitute a breach or default under any agreement, law or court order under which such party is a party or may be bound or affected by or which may affect the rights, duties and obligations hereunder. 21.3 No Other Representations. Each party acknowledges and agrees that it is relying on no representation of the other party except as expressly set forth herein. 22. CONFIDENTIAL INFORMATION. 22.1 Confidential Information. In the performance of this Agreement or in contemplation thereof, the parties and their respective employees and agents may have access to private or confidential information owned or controlled by the other party and such information may contain proprietary details and disclosures. All information and data identified in writing as proprietary or confidential by either party ("Confidential Information") and so acquired by the other party or its employees or agents under this Agreement or in contemplation thereof shall be and shall remain the disclosing party's exclusive property. The recipient of Confidential Information shall use all reasonable efforts (which in any event shall not be less than the efforts the recipient takes to ensure the confidentiality of its own proprietary and other confidential information) to keep, and have its employees and agents keep, any and all Confidential Information confidential, and shall not copy, or publish or disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose it to others, without the disclosing party's written approval; nor shall the recipient make use of the Confidential Information except for the purposes of executing its obligations hereunder, and (except as provided for herein) shall return the Confidential Information and data to the first party at its request. The City's duty to maintain confidentiality as described hereunder shall be subject to the laws of the State of California. 22.2 Excluded Information. The foregoing conditions will not apply to information or data which is, or which becomes generally known to the public by publication or by any means other than a breach of duty on the part of the recipient hereunder, is information previously known to the recipient, is information independently developed by or for the recipient or is information generally released by the owning party without restriction. 22.3 Right to Iniunctive Relief. Because of the unique nature of the Confidential Information, the parties agree that each party may suffer irreparable harm in the event that the other party fails to comply with any of its obligations under this Section, and that monetary damages may be inadequate to compensate either party for such breach. Accordingly, the parties agree that either party will, in addition to any other remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of this Section. 23. ASSIGNMENT This Agreement shall not be assigned by any party, or any party substituted, without prior written consent of the City and the Contractor. X-Factor Communications Page 10 24. STANDARD PROVISIONS 24.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 24.2 Compliance with all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 24.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 24.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 24.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govem. 24.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 24.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 24.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 24.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 24.10 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. X-Factor Communications Page 11 24.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attomeys' fees. 24.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] X-Factor Communications Page 12 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY' OFFICE Date: 11 /(o /4�' Aaron C. Harp City Attorney Date: EST: H. 1-1, 1115", By: ` Leilani I. Brown City Clerk �Z 77 Z9l.! PoR' Attachments CITY OF NEWPORT BEACH, a California municipal corporation Date: / Laura Det ite��—Penior he ,yea Recreation Services Department CONTRACTOR: X -Factor Communications, a California Corporation Date: tl 11f1' By: Eric Stefani Chief Executive Officer Date: By: Winnie Stefani Secretary [END OF SIGNATURES] Exhibit A – Scope of Services and Schedule of Billing Rates Exhibit B – Insurance Requirements Exhibit C – Labor and Materials Payment Bond Exhibit D – Faithful Performance Bond X -Factor Communications Page 13 EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES Installation of the following equipment at the OASIS Senior Center— Fitness Center OASIS FITNESS CENTER • Contractor shall provide all labor, shipping of materials, equipment and supervision to install the following equipment 0 1 - Dish 16-slot Chassis 0 1 — Dish-channel NTSC blade 0 3 —8 channel satellite receiver blade 0 12 — single blade filler plate 0 1 — 1200 VA/ 720W UPS 0 24— Build, Balance, Burn per CH 0 10 — Labor(setting up SmartBox) 0 20 — Labor/ Property Fix & Configuration 0 1 - Shipping • Labor Warranty o Any Service call within the first 90 days of activation will be free of charge. Labor warranty is 90 days from the original first visit at the original location but, does not cover any charges for any equipment that may need to be replaced including receivers, switches, LNBF's and dishes. 0 90 days after the installation - Labor Charge per service call is: $135 included trip charge and first hour of labor and $45 per additional hour. o See next page for additional warranty information. X-Factor Communications Page A-1 dishRETAILER BUSINESS RULES SMARTBOXTM Equipment Return Authorization Effective:Sept.3,2015 Return Policy The policies below are the procedures and guidelines for returning smartbox equipment to DISH Network facilities.Prior to returning smartbox equipment,please review the following policies.By completing a Return Authorization IRA)request you agree to all terms and conditions herein.Failure to adhere to these smartbox Return Authorization Business Rules may result in the denial of certain types o(Retum Authorization requests or in a Retailer's account being placed on hold. Product Returns • Each individual piece of equipment returned to DISH Network must have a unique Return Authorization(RA)number issued by DISH Network. • Atter fully completing the smartbox RA spreadsheet,RA requests should be submitted online via the Sellers Hub assistance request system at Mtp:11relailer.dish.com>Communicate>Submit an Assistance Request using category:Return Authorization subcategory:Return Authorization Fees.Attach the completed smartbox RA spreadsheet to the Assistance Request in order to submit the request.RA numbere will be provided within one businessday. • All smartbox RA requests require credit card information to be provided.Requests submitted absent credit card information will not be processed.In the event fees are incurred as outlined within these business miss,the credit card provided will be charged. • The RA number should be attached to each piece of equipment.The use of a non-adhesive label,Post-it note or rope toe4ag on each part is preferred. No metal should be used to attach RA numbers toequipment. • All equipment shipped to DISH Network must be packaged securely to ensure no damage occurs in transit and In compliance with Electrostatic Discharge(ESD)best practices.The original packaging in which DISH Network ships smartbox equipment meets these requirements. • Equipment should be shipped to DISH Network via a traceable,weighted ship method;smartbox equipment returns may not be mixed with other receiverlaccessory RA returns. • All smartbox equipment requiring repair of replacement must be retumedto: 0 90 Inverness Circle East Englewood,COS0112 • Equipment will be exchanged forthe same or a similar type as the original equipment('like for like"). • Under no circumstances may a Satellite Receiver Blade or any of its attached components(blade,ProCam,SmartCard,circuitry, etc.)be repaired or otherwise modified by any parties other then DISH Network.Alteration,field swap or unauthorized modification by personnel other than DISH Network constitutes voiding of equipmentwarranly. • Transcoders permanently attached to their Satellite Receiver Blade by security screws(shown below,left)should not be removed. The entire assembly should be returned to DISH Network and only one RA number will be provided. o For removable transcoders,attached to their blade by Phillips heads screws(shown below,night),effective August 31, 2015,the transcoder must be RA'd and shipped to DISH Network together with its Satellite Receiver Blade in order for the replacemerRto also include a transcoder.DISH Network will no longer provide RAs for individual transcoders. Non-Removable Transcoder Removable Transcoder (Security screw) (Phillips head screw Back of board Back of board RA T�vn ss DISH Network ships replacement equipment before the original equipment isreturned. Advance Exchange Should the original equipment not be returned using the pre-paid shipping label within 15 business days,a Non-Returned Equipment Fee will becharged. If equipment is returned after invoice charge has been generated,the Non-Returned Equipment Fee will be fully refunded and a non-refundable$10 pocessi ng fee will be charged. Sept.3,2015 DNO04415-AE SMARTBOX Return Authorization Business Rules Page 1 of 3 X-Factor Communications Page A-2 -------------------- Early Failure Never activated—30days The equipment has failed soon after installation.Shippingfees arewaived. In Warranty 31—365 days of activation I The equipment has failed within its normal life cycle.Shipping fees ma a Out of Warranty 36fi+days ofactivetion Out of Warranty equipment may be exchanged through the RA process.An Out of Wan-wrty Fee will be charged. 'Only Satellite Receiver Blade warranty is based on activation.Al other smartbox equipment is calculated by original date of shipment fran DISH Network. Warranty Classifications Other Serialized SMARTBOX Ecampment Early Failure 0—30 days post ship date from The equipment has failed soon after installation.Shipping Fees are DISH Network waived. In Warranty 31 days-15 months post ship date The equipment has failed within its normal life cycle.Shipping Fees my from DISH Network apply. Out of Warranty 1 S+months post ship date from Replacements for Out of Warranty devices may be purchased through DISH Network an Authorized Hardware Provider. Manufacturing Fees Any fees incurred during the RA process will be applied to the credit card provided.Final warranty determination is at the sole discretion of DISH Network. FeeName Fee Description Fee Amount The Out of Warranty Fee is applied to RAs created for Outof Warranty(OOW) equipment that has been activated for greahtrthan 305 See chart on next page. days from the signal date of activation or post ship date. The Advance Exchange Fee is applied when an RA is requested as Advance Exchange.This fee coversboth $20 for Overnight shipment ofthe replacement equipment to the Retailer and the pre-paid label to return the malfunctioning An additional Advance Exchange(AE) equipment to DISH Network. $20 for shipping to Alaska,Hawaii, The Advance Exchange Fee will be waived under the Puerto Rico or the hs U.S.Virgin Islan following conditions: • All standard UPS 2-Day shipiong AE RAs The No Problem Found Fee is applied when No Problem Found(NPF) equipment is returned on an RA and completes DISH $30 per NPF Network testing without malfunction. The Voided Warranty Fee is applied when equipment is returned on an RA and is found to have damage voiding the warranty(e.g.intentional abuse,misuse, Voided Warranty, neglect,etc.).This includes failure to maintain the See chart on next page equipment in good working condition,unauthorized modification,alteration a other changes to the equipment. The Non-Retumed Equipment Fee is appliedwhenan Advance Exchange RA is created and the original See chart on next page Non-Returned Equipment(NRE) P 9 equipment is vol received 6y DISH Network within 15 days of the replacement's shipment date. Non-Retumed Equipment TheNon-Returned Equipment Processing Fseis Processing applied when equipment is returned after an NRE $10 invoice has been generated. Sept.3,2015 DN004416-AE SMARTBOX Return Authorization Business Rules Page 2 of 3 X-Factor Communications Page A-3 Out of Warranty I Fee Name Equipment Type Fee Amount smartbox Chassis with Power Supplies $2,200 smattbox Power Supply Module $250 smartbox Satellite Receiver&channel Blade $1,070 smartbox Satellite Receiver 8-channel Blade with Transcoder $2,320 smartbox CAM Blade 16 Channel $1,540 Out orwarranty smartbox CAM Blade 48-Channel $1,880 smartbox GAM Blade 96-Chalnel $2,650 smartbox ATSC Blade&Channel $790 smartbox Analog NTSC TV Blade 24-Channel $1,480 smartbox Transcoder 8 Module $1,200 smartbox Pro Conditional Access Module(ProCam) $100 Non-Raturped Eo�jg app nt&V idad ,yranty FeeName Equipment Type Fee Amount smartbox Chassis with Power Supplies $2,200 smartbox Power Supply Module $250 smartbox Satellite Receiver 8-channel Blade $1,070 smartbox Satellite Receiver 8-channel Blade witIrTmnscoder $2,320 smarthox QAM Blade 1&Channel $1,540 Non-Returned Equipment smartbmc OAM Blade 49-Channel $1,980 & Voided Warranty smartbox DAM Blade 96-Channel $2,650 smartbox ATSC Blade 8-Channel $790 smartbox Analog NTSC TV Blade 24-Channel $1,480 smartbox Transcoder 8 Module• $1,200 smartbox Pro Conditional Access Module(ProCam) $100 smartbox Smartcard $50 ►If you have comments or questions,please submit an Assistance Request on Sellers Hub using the Return Authorizallon category; Business Rules subcategory.You also may contact Retail Services at(303)222-3010,Monday through Friday,from 8 a.m.to 10 p.m., Eastern Time and Saturday,From 10 a.m.to 7 p.m.,Eastern Time. THESE BUSINESS RULES ARE SUBJECT TO CHANGE FOR ANY REASON OR No REASON AT ANY TIME AND FROM TIME TO TIME AT THE SOLE AND ABSOLUTE DISCRETION OF DISH UPON NOTICE TO RETAILER. THESE BUSINESS RULES SUPERSEDE ANY AND ALL PRIOR VERSIONS IN THEIR ENTIRETY. Sept.3,2015 DN004415-AE SMARTBOX Return Authorization Business Rules Page 3 of$ X-Factor Communications Page A-4 CONTRACTOR SHALL SHIP & INSTALL THE FOLLOWING EQUIPMENT: 0 1 - Dish 16-slot Chassis $2,200 $2,200 0 1 — Dish-channel NTSC blade 1,540 1,540 0 3 — 8 channel satellite receiver blade 1,070 3,210 0 12 — single blade filler plate 12 144 0 1 — 1200 VA / 720W UPS 160 160 0 24 — Build, Balance, Burn per CH 19 456 0 10 — Labor(setting up SmartBox) 45 450 0 20 — Labor/ Property Fix & Configuration 45 900 0 1 — Shipping 200 200 o Tax 8% 633 633 o Total $9,893 TOTAL COST— NOT TO EXCEED $11,000 X-Factor Communications Page A-5 EXHIBIT B INSURANCE REQUIREMENTS 1 . Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance and, if necessary, umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with Work to be performed under this X-Factor Communications Page B-1 Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than one million dollars ($1,000,400) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days advance written notice of such change. If such change results in substantial additional X-Factor Communications Page B-2 cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Right to Review Subcontracts. Contractor agrees that upon request, all agreements with subcontractors or others with whom Contractor enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. F. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. G. City Remedies for Non-Compliance If Contractor or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. I. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. X-Factor Communications Page B-3 EXHIBIT C CITY OF NEWPORT BEACH BOND NO. LABOR AND MATERIALS PAYMENT BOND WHEREAS, the City of Newport Beach, State of California, has awarded to X- Factor Communications, hereinafter designated as the "Principal," an Agreement for the purchase and installation of one (1) Dish 16-slot chassis, in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon, for, or about the performance of the Work agreed to be done, or for any work or labor done thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set forth. NOW, THEREFORE, We the undersigned Principal, and, duly authorized to transact business under the laws of the State of California, as Surety, (referred to herein as "Surety") are held and firmly bound unto the City of Newport Beach, in the sum of Eleven Thousand Dollars and 00/100 ($11,000.00), lawful money of the United States of America, said sum being equal to 100% of the estimated amount payable by the City of Newport Beach under the terms of the Agreement; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the Principal's subcontractors, fail to pay for any materials, provisions, or other supplies, implements or machinery used in, upon, for, or about the performance of the Work contracted to be done, or for any other work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld and paid over to the Employment Development Department from the wages of employees of the Principal and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety will pay for the same, in an amount not exceeding the sum specified in this Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the Civil Code of the State of California. The Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 9100 of the California Civil Code so as to give a right of action to them or their assigns in any suit brought upon this Bond, as required by and in accordance with the provisions of Sections 9500 et seq, of the Civil Code of the State of California. X-Factor Communications Page C-1 And Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any wise affect its obligations on this Bond, and it does hereby waive notice of any such change, extension of time, alterations or additions to the terms of the Agreement or to the Work or to the specifications. In the event that any principal above named executed this Bond as an individual, it is agreed that the death of any such principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the above named Principal and Surety, on the day of 20_ Name of Contractor(Principal) Authorized Signature/Title Name of Surety Authorized Agent Signature Address of Surety Print Name and Title Telephone NOTARYACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED X-Factor Communications Page C-2 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of }ss. On 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ) ss. On 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) X-Factor Communications Page C-3 EXHIBIT D CITY OF NEWPORT BEACH BOND NO. FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ being at the rate of$ thousand of the Agreement price. WHEREAS, the City of Newport Beach, State of California, has awarded to , hereinafter designated as the "Principal," an Agreement for the purchase and installation of , in the City of Newport Beach, in strict conformity with the Agreement on file with the office of the City Clerk of the City of Newport Beach, which is incorporated herein by this reference. WHEREAS, Principal has executed or is about to execute the Agreement and the terms thereof require the furnishing of a Bond for the faithful performance of the Agreement. NOW, THEREFORE, we, the Principal, and duly authorized to transact business under the laws of the State of California as Surety (hereinafter"Surety'), are held and firmly bound unto the City of Newport Beach, in the sum of Eleven Thousand Dollars and 001100 ($11,000.00), lawful money of the United States of America, said sum being equal to 100% of the estimated amount of the Agreement, to be paid to the City of Newport Beach, its successors, and assigns; for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and severally, firmly by these present. THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well and truly keep and perform any or all the Work, covenants, conditions, and agreements in the Agreement Documents and any alteration thereof made as therein provided on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to its true intent and meaning, or fails to indemnify, defend, and save harmless the City of Newport Beach, its officers, employees and agents, as therein stipulated, then, Surety will faithfully perform the same, in an amount not exceeding the sum specified in this Bond; otherwise this obligation shall become null and void. As a part of the obligation secured hereby, and in addition to the face amount specified in this Performance Bond, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by City, only in the event City is required to bring an action in law or equity against Surety to enforce the obligations of this Bond. Surety, for value received, stipulates and agrees that no change, extension of time, alterations or additions to the terms of the Agreement or to the Work to be performed thereunder shall in any way affect its obligations on this Bond, and it does hereby waive X-Factor Communications Page D-1 notice of any such change, extension of time, alterations or additions of the Agreement or to the Work or to the specifications. This Faithful Performance Bond shall be extended and maintained by the Principal in full force and effect for one (1) year following the date of formal acceptance of the Project by City. In the event that the Principal executed this bond as an individual, it is agreed that the death of any such Principal shall not exonerate the Surety from its obligations under this Bond. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the day of 20 Name of Contractor(Principal) Authorized Signature/Title Name of Surety Authorized Agent Signature Address of Surety Print Name and Title Telephone NOTARYACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED X-Factor Communications Page D7 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of )ss. On 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 1 ss. On 20 before me, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (seal) X-Factor Communications Page D-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. Date Received: 10/21/15 Dept./Contact Received From: Teri Date Completed: 11/6/15 Sent to: Teri By: Chris/Alicia Company/Person required to have certificate: X-Factor Communications Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 4/1/15-4/1/16 A. INSURANCE COMPANY: America First Insurance Company B. AM BEST RATING (A- :VII or greater): A:XV C. ADMITTED Company(Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS (Must be$1 M or greater): What is limit provided? 1M/2M E. ADDITIONAL INSURED ENDORSEMENT—please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS(Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ® Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT(completed Operations status does not apply to Waste Haulers) ® Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE(The City its officers, officials, employees and volunteers): Is it included? ®Yes ❑ No I. PRIMARY&NON-CONTRIBUTORY WORDING (Must be included): Is it included? ®Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include"solely by negligence"wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE(RECREATION ONLY): ® N/A ❑Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ®Yes ❑ No II. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 4/1/15-4/1/16 A. INSURANCE COMPANY: America First Insurance Company B. AM BEST RATING (A- :VII or greater) A:XV C. ADMITTED COMPANY(Must be California Admitted): Is Company admitted in California? ❑ Yes ® No D. LIMITS- If Employees (Must be$1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? 1M E LIMITS Waiver of Auto Insurance/Proof of coverage(if individual) (What is limits provided?) N/A F. PRIMARY&NON-CONTRIBUTORY WORDING(For Waste Haulers only): ® NIA ❑ Yes ❑ No G. HIRED AND NON-OWNED AUTO ONLY: ❑ N/A ❑ Yes ® No H. NOTICE OF CANCELLATION: 0 N/A ® Yes ❑ No III. WORKERS'COMPENSATION EFFECTIVE/EXPIRATION DATE: 4/1/15-4/1/16 A. INSURANCE COMPANY: Cypress Insurance Company B. AM BEST RATING (A-: VII or greater): A++:XV C. ADMITTED Company(Must be California Admitted): ® Yes ❑ No D. WORKERS'COMPENSATION LIMIT: Statutory ®Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT(Must be$1M or greater) 1M F. WAIVER OF SUBROGATION (To include): Is it included? IN Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY ® N/A ❑ Yes ❑ No V POLLUTION LIABILITY ® N/A ❑ Yes ❑ No V BUILDERS RISK ® N/A ❑ Yes ❑ No HAVE ALL ABOVE REQUIREMENTS BEEN MET? ® Yes ❑ No IF NO,WHICH ITEMS NEED TO BE COMPLETED? Approved: 11/6/15 Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach RISK MANAGEMENT APPROVAL REQUIRED (Non-admitted carrier rated less than_ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Risk Management approval needed for the non-admitted status of GL and Auto carrier. Approved by Sheri on 10/23/15. Approved: Risk Management Date * Subject to the terms of the contract. Important = Berkshire Hathaway Information HOMESTATE COMPANIES Insured Agency X-FACTOR COMMUNICATIONS BROWN &BROWN INSURANCE SERVICES OF 24791 VIA BALBOA CALIFORNIA,INC LAGUNA HILLS, CA 92653 5750 West Oaks Blvd Ste 140 Rocklin, CA 95765 Changes to Your Workers' Compensation Policy with Cypress Insurance Company Policy Number XFWC600022 Policy Period From April 1, 2015 to April 1, 2016, 12:01 AM,standard time at the insured's mailing address. Party Requesting the Change and Type of Endorsement The Internal quality assurance review- Added Forms effective 04/01/2015 WC000422B- Terr Risk Ins Prog Reauthorization Act The Internal quality assurance review- Added Forms effective 04/01/2015 WC990402C- CA Waiver Of Right To Recover-Specific The Internal quality assurance review- Added Waiver of Subrogation effective 04/01/2015 Name:City of Newport Beach,It's Officers,Officials,Employees a;Job Description:Installing cable service at 100 Civic Center Dr,Bay E, The Internal quality assurance review- Added Waiver of Subrogation Class Code effective 04/01/2015 State: CA; Code: 9516 TV/Video/Audio Equip Install Premium change: $ 486.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below Is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective See Above Policy No. XFWC600022 Endorsement No. 2 Insured X-FACTOR COMMUNICATIONS Premium Insurance Company Countersigned by Cypress Insurance Company W C 99 00 13 (Ed. 11-14) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 22 B (Ed.1-15) TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT This endorsement addresses the requirements of the Terrorism Risk Insurance Act of 2002 as amended and extended by the Terrorism Risk Insurance Program Reauthorization Act of 2015. It serves to notify you of certain limitations under the Act, and that your insurance carrier is charging premium for losses that may occur in the event of an Act of Terrorism. Your policy provides coverage for workers compensation losses caused by Acts of Terrorism, including workers compensation benefit obligations dictated by state law. Coverage for such losses is still subject to all terms, definitions, exclusions, and conditions in your policy, and any applicable federal and/or state laws, rules, or regulations. Definitions The definitions provided in this endorsement are based on and have the same meaning as the definitions in the Act.If words or phrases not defined in this endorsement are defined in the Act,the definitions in the Act will apply. "Act"means the Terrorism Risk Insurance Act of 2002,which took effect on November 26, 2002,and any amendments thereto, including any amendments resulting from the Terrorism Risk Insurance Program Reauthorization Act of 2015. 'Act of Terrorism"means any act that is certified by the Secretary of the Treasury, in consultation with the Secretary of Homeland Security, and the Attorney General of the United States as meeting all of the following requirements: a. The act is an act of terrorism. b. The act is violent or dangerous to human life,property or infrastructure. c. The act resulted in damage within the United States, or outside of the United States in the case of the premises of United States missions or certain air carriers or vessels. d. The act has been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. "Insured Loss" means any loss resulting from an act of terrorism(and,except for Pennsylvania, including an act of war, in the case of workers compensation)that is covered by primary or excess property and casualty insurance issued by an insurer if the loss occurs in the United States or at the premises of United States missions or to certain air carriers or vessels. "Insurer Deductible"means,for the period beginning on January 1,2015, and ending on December 31,2020,an amount equal to 20%of our direct earned premiums,during the immediately preceding calendar year. Limitation of Liability The Act limits our liability to you under this policy. If aggregate Insured Losses exceed$100,000,000,000 in a calendar year and if we have met our Insurer Deductible,we are not liable for the payment of any portion of the amount of Insured Losses that exceeds$100,000,000,000;and for aggregate Insured Losses up to$100,000,000,000,we will pay only a pro rata share of such Insured Losses as determined by the Secretary of the Treasury. Policyholder Disclosure Notice 1. Insured Losses would be partially reimbursed by the United States Government. If the aggregate industry Insured Losses exceed: a. $100,000,000,with respect to such Insured Losses occurring in calendar year 2015,the United States Government would pay 85%of our Insured Losses that exceed our Insurer Deductible. b. $120,000,000,with respect to such Insured Losses occurring in calendar year 2016,the United States Government would pay 84% of our Insured Losses that exceed our Insurer Deductible. c. $140,000,000,with respect to such Insured Losses occurring in calendar year 2017,the United States Government would pay 83%of our Insured Losses that exceed our Insurer Deductible. d. $160,000,000,with respect to such Insured Losses occurring in calendar year 2018,the United States Government would pay 82%of our Insured Losses that exceed our Insurer Deductible. WC 00 04 22 B (Ed. 1-15) ®Copyright 2015 National Council on Compensation Insurance,Inc.All Rights Reserved WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 22 B (Ed.1-15) e. $180,000,000,with respect to such Insured Losses occurring in calendar year 2019,the United States Government would pay 81%of our Insured Losses that exceed our Insurer Deductible. f. $200,000,000,with respect to such Insured Losses occurring in calendar year 2020,the United States Government would pay 80%of our Insured Losses that exceed our Insurer Deductible. 2. Notwithstanding item 1 above,the United States Government will not make any payment under the Act for any portion of Insured Losses that exceed $100,000,000,000. 3. The premium charge for the coverage your policy provides for Insured Lasses is included in the amount shown in Item 4 of the Information Page or in the Schedule below. Schedule State Rate Premium This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective:04101/2015 Policy No.:XFWC600022 Endorsement No.: Insured: Premium$ Insurance Company:Cypress Insurance Company WC 00 04 22 6 Countersigned by (Ed. 1-15) C Copyright 2015 National Council on Compensation Insurance,Inc.All Rights Reserved WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 02 C (Ed.9-14) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5%of the applicable manual premium otherwise due on such remuneration subject to a policy maximum charge for all such waivers of 5%of total manual premium. The minimum premium for this endorsement is$350. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Specific Waiver Person/organization: City of Newport Beach, It's Officers,Officials, Employees and Volunteers Job Description: Installing cable service at 100 Civic Center Dr, Bay E,New Port Beach Ca 92660 Waiver Premium: 350.00 Payroll Subject Class State to Waiver 9516 CA 9,800.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 04/01/2015 Policy No.:XFWC600022 Endorsement No.: Insured: Premium$ Insurance Company:Cypress Insurance Company WC 99 04 02C Countersigned by (Ed.9-14) �-, XFACT-1 OP ID:ME ACORO' CERTIFICATE OF LIABILITY INSURANCE DA10127TE IMM!20IDEg YYY) 15 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(les) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PaooucER CONTACT Ter L Jarrett Jr Brown&Brown of Louisiana LLC NAME: P.O Box 5545 1 NN Eat:318-045-2431 ac No:318342-2655 Alexandria, LA 71307-SS45 E-MAIL Terry L Jarrett Jr ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A:AMERICA FIRST INSURANCE CO 12696 INSURED X-Factor Communications,Inc, INSURER B:Cypress Insurance Company 10855 24791 Via Balboa INSURER C: Laguna Hills,CA 92653 INSURER D INSURER E INSURERF: COVERAGES CERTIFICATE NUMBER: 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 TYPE OF INSURANCE ADDL BR POLICY NUMBER EXP MMIDDYM'YY MMIOEFF I CYDIYYYY LIMITS LTR A X COMMERCWLGENERALLUIBILITY EACH OCCURRENCE S 1,000,00 CLAIMS-MADE DOCCUR X X BK01655918737 04/0112015 04/01/2016 PREMISES Ea occurrence $ 500,00 MED EXP Any one person $ 15,00 PERSONAL&ADV INJURY $ 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,00 POLICY JECOT LOC PRODUCTS-COMPIOP AGG $ 2,000,00 OTHER: $ AUTOMOBILE LIABILITY rPROPERTY INGLE LIMIT $ A ANY AUTO BAS56411008 04/0112015 04/0112016 INJURY(Par person) $ 1,000,00 ALL OWNED X SCHEDULED INJURY(Per accident) S AUTOS NONdWNEO DAMAGE S rOS ADT X HIREDAUTOS X AUTOS S UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS M8 CLAIMS-MADE AGGREGATE S DED I RETENTIONS Is WORKERS COMPENSATION AND EMPLOYERS'LIABILRY X STATUTE ER B ANY PROPRIETORIPARTNERIEXECUTIVE YIN X FWC600022 0410112015 04101/2016 E.L.EACH ACCIDENT Is 1,000,00 OFOCERIMEMBER EXCLUDED? FN_] N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,00 If yes,describe under DESCRIPTION OF OPERATIONSbel. E.L.DISEASE-POLICY LIMIT $ 1.000.00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached amore space la required) Additional insured is primary and non-contributory and includes completed operations-CG8584.Workers Compensation includes Waiver of Subrogation in favor of The City of Newport Beach,It's Officers,Officials,Employees and Volunteers. CERTIFICATE HOLDER CANCELLATION City of Newport Beach, It's SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Officers,Officials, Employees THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Center Or Bay E ACCORDANCE WITH THE POLICY PROVISIONS. Newport Beach,CA 92660 AUTHORQEDD REPMSENTAME ytty,p�T 71C.�aW.C/ ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD �-� XFACT-1 OP ID:ME ,d►cosra' CERTIFICATE OF LIABILITY INSURANCE 010123/201ATE yY) `—� 10123121115 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(les) must be endorsed. If SUBROGATION IS WANED,subject tG 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 CONTACT Ter LJarrettJr Browns Brown of Louisiana LLC PHONE Boz 5545 r E,,:318445-2431 aNol: 3142-2655 Alexandria,LA 71307.5545 E-MAIL-MAI s: Terry L Jarrett Jr INSURER(S)AFFORDING COVERAGE NAIC R '.. INSURER A:AMERICA FIRST INSURANCE CO 12696 INSURED X-Factor Communications,Inc, INSURER 8:CYPreSSlnsuranceCom an 10855 24791 Via Balboa Laguna Hills,CA 92653 INSURERC: _ INSURER 0: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW RAVE 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. CTR TYPE OF INSURANCE POLICY NUMBER MM'Dom MM/DD UNITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 1,000,00 CLAIMS-MADE ❑OCCUR X X 8K01655918737 04!0112015 04JD112O16 PREMISES Meommaace S 500,00 MED EXP(My one person) f 15,00 PERSONAL a ADV INJURY $ 1,000,00ii GENL AGGREGATE LIMIT APPLIES PERS GENERAL AGGREGATE f 2,000,00 POLICY❑!ECT LOC PRODUCTS-COMPIOP AGO f 2,000,00 OTHER f POMOBILE LIABILITY COMBINED SINGLE LIMITEaac tAMY AUTO BASS6411008 04/0112015 04101/2016 BODILY INJURY(P.pwaon) f 1,000,00 AUTOALLOYMED X AUTOSLLSCHEDEDBODILY INJURY(Pw a.i e ) S HIRED AUTOS X AUTO-SWNED PwOPERtt�DAMAGE f S UMBRELLA LWB OCCUR EACH OCCURRENCE S EXCESS LIAR CLAIMS-MADE AGGREGATE f DEO I I RETENTIONS 5 WORKERSCOMPENSATXIN PER TH- AND EMPLOYERS LIABILITY X STATUTE ER B ANY FROPRIETORMARTN-RIEXECUTWE YIN X FWC600022 04!0112015 04/0112016 E.L EACHACCIDENT S 1,000,00 OFFICEWMEMBEREXCLUOEDt ® NIA (M.Mtay In NH) EJ_DISEASE-EA EMPLOYEE $ 1,000,00 N 9n, asa d �te m4 DESCRIPTION OF OPERATIONS oelcw E.L.DISEASE•POLICY LIMIT S 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Addlllanal Ramer Ji Schedule,may M coached it mom apace Is mqulmd) dditional insured is primary and non-contributory and includes completed operations-CG8584. CERTIFICATE HOLDER CANCELLATION City of Newport Beach,It's SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Officers,Officials,Employees THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Center Dr Bay E ACCORDANCE WITH THE POLICY PROVISIONS. Newport Beach,CA 92660 AUTHORIZED REPRESENTAME C 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014701) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 85 84 0613 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED OWNERS,LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This andorsomem modifies Insurance provided under the following: COMMERCIALGENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Persona)Or Organization(s): City of Newport Beach,It's Officers,Officials,Employees and Volunteers 100 Civic Center Dr,Bay E Newport Beach CA 92660 Locatlon Arid Description Of Completed Operations: (Information required to complete this Schedule,8 not shown above,will he shown In the Declarations.) A Paragraph 2,under Section II-Who Is An Insured Is amended to Include as an Insured any person Or organization Shown in the Schedule,whom you have agreed to add as an addolon d In a wimen contract a dran agreement. Such pemau o organization Is an additional Insured but only with respect to Ilab ty lor'bodlIr bury'Or'properly damaga` 1. Caused by your work'performed for that additional Insured that Is the subject of the written contract or written agreement and at the location designated In and described N the Schedule of this endorsement;and 2. Included Into'prodtwY6eampleted operaffGns hazard. However. a) The Insurance afforded to such addl8onal Insured oniy apples to the extant pemdtred by law:and b) If coverage provided to the additional Insured is required by a contract or agreement.the Insurance afforded to such additional Insured will not be broader than do which you are required by the contract or agreement to provide for such additional Insured. The Insurance provided by this endorsement applies only H the written cathect or written agreement Is signed prior to the'boGy Injury'a'properry damage'. We have m duty to defend an additional Insured under this endorsement until we reccwa wm en notice of a'sudT by the addNonsl Imired a required In Paragraph b.of Ccndson 2.Duties In The Event Of Occurrence,Offense,Claim Or Suit eller Section N-Commercial General Liability CoWidons. 0 oras Laem wawa caw CG 85840613 Ir h"wpydilosivoludd nuieneasemcasOffim,nc.wrm topemasurn Page Iof2 S. With respect 10 the Insurance provided by We aldorsomem, Us following are added to Paragraph 2.Exclusions under Sedlon I-Coverage A-Bodily Injury And Property Damage Liability. The Insurance does net apply fix 1. 'eodny,Injury'Or-property damage'that occurs pro to you commencing operadom at the location where such'bodily Injury'a yropanty damage' occurs. 2. 'Bodly IrW a'properly damage'arising out Of the rendering of,or the tenure to render,any professional architectural.engineering or Surveying eerNms Including: a The preparing,approving or fafture to prepare a approve,maps,shop dmwhga,opinions.repay,surveys,field orders,change orders a drawing and spetlfleatlone; and b. Supervisory. Inspection,archttecroral Or eudmedng activities. C. with respect rods Insurance afforded to Ursa addiilonal Insureds,Ne following is added to Section II-Limits of Insurance: II coverage provided to the additional Insured Is required by a contract or agreamem,tis most we will pay on behalf of the AddlWml Insured Is the amount of Insurance: I. Required by contract Or agreement Or 2. Available under the applicable LBnis of Insurance shown In the Dedaaton. whichever Is Ione. This endorsement ran not increase the applicable Uw to of Insuance shown In the Decharations. O. With respect to the Insurance afforded by this endoaemaK Section N-Commercial General Liability Conations Is amended as follows 1. The Mewing 4s added to Paragraph 2.Dales in The Event Of Occurrence.Offense,Claims Or Sud: An addhit al Insured under this endenmmem will es soon as practicable. S. Give wmtm nodoe d an'occnm moo'a an otfanm that may rosea In a claim Or•sml'under W9 Insurance to m; b. Tender the defense and Indemmy,of any claim a'our to all Inum s whom aim have Insurance available to tie additional Insured;and Q Agree to make available ary other Insurance which the additional Insured has for a bas we cover wdar this Coverage Part. d. We haws no duty to defend a Indemnify an additional Insured under Nis endorsement until we recelve written notice of a Yui'by the addldonai Insured. 2. Paragraph 4.,of Section IV-Commemial General liability Condlaons la amended as follows: a. The following Is added to Paragraph a.Primary Insurance: It an additional Insureds policy has an Oder Insurance provaan making he policy excess,and you have agreed In a wmten comma a written agreement to provide the addWaal Insured coverage on a primary aid rron contributory basis,the policy shall be primary,end wo will not stick amrlbudon ham the addHfonal Insureds policy for damages we cover. b. The following hi added to Paragraph b.Excess Insurance When a written contract or written agsemerty other Nan a premum Isase,fadllces rental contact a agreemam. en equipment rental Or faase contract a agneemmr% a penmk Issued by a stale a pclhcah subdWm between you and an eddidoral Insured does net require this ImulaCe to be primary a primary and mon trbutory,M Insurerca 4 excess ova any other insurance for which tho ad=ongd Insured Is deuignated m a Named Insured. Ragendlem of the written agreement between you and an addldoral bsured,this Insurance Is excma over any other Insummos whedar primary.excess,condnga t a on any other basis for which the additional Insured has been added m an additional Insured on other policies. OHM teary Miser eaawca CG 35 a4 c4 13 a auurenoo Bawbu pmoe.tr .. iw pe� Page 2 of 2 tReOianirt commons bmwr XFACT-1 OP ID:ME a►corro TE(MMODNYYY) CERTIFICATE OF LIABILITY INSURANCE °A101231 015 1012312015 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 NAMEACT Ter LJarrettJr Brown S Brown of Louisiana LLC PHONE318 145-2431 ac Not: 318-042-2655 P.O BOX 5545 uL Mo Eat Alexandria,LA 71307-5545 E-MAIL Terry L Jarrett Jr ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC tl INSURER A:AMERICA FIRST INSURANCE CO 12696 INSURED X-Factor Communications,Inc, iNSURERB:CypreSS Insurance Company 10855 24791 Via Balboa INSURER C: Laguna Hills,CA 92653 INSURER D; INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 POLICY EFF POLICY EMP LTR rypE OF INSURANCE POLICY NUMBER MMDDDfMWDDrrrM LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 1,000,00 CLAIMS-MADE F-1 OCCUR X X BK016559t8737 0410112015 04101/2016 PREMISES Ea occurrence 5 500,00 MED EMP(Any one perecn) S 15,00 PERSONAL B ADV INJURY 5 1,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 5 2,000,00 POLICY[:]FEa F—]LOC PRODUCTS-COMP/OP AGO S 2,000,00 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 5 Ea socid.,d A ANY AUTO BAS56411008 04/0112015 0410112016 BODILY INJURY(P.parson) $ 1,000,00 AUTOOSNED X SCHEDULED BODILY INJURY(Per accident) 5 X HIRED AUTOS X AUTOSNOWO (P. PPR.PSE_dentFY AMAGE 5 5 UMBRELLA LIAB OCCUR EACH OCCURRENCE S E%CESS LUIO CLAIMS-MADE AGGREGATE 5 DED RETENTIONS S WORKERS COMPENSATIONTH- ANDEMPLOYERS'LIABILITY X STATUTE XT _ 'B ANY PROPRIETORIPARTNER,EXECUTNE YIN X FWC600022 0410112015 04101/2016 E.L.EACH ACCIDENT 3 1,000,00 OFFICESWEMBER EXCLUDED? a NIA (Mandatory In NH) EL DISEASE-EA EMPLOYEES 1,000,00 H yes.d "'o uncor DE SLRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT S 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORO 101,AdNDonal Numerics Schedule.may be attached if more space Is required) Additional insured is primary and non-contributory and includes completed operations-CG8584. i CERTIFICATE HOLDER CANCELLATION City of Newport Beach, It's SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Officers,Officials,Employees THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Center Or Bay E ACCORDANCE WITH THE POLICY PROVISIONS. Newport Beach,CA 92660 AUTHORIZED REPRESENTATIVE O 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL UABIUTY CG as 84 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED OWNERS,LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsemam modleee Insurance,provided under to folavdng: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Perva n(s)Or Organizatlon(s): City of Newport Beach,It's Officers,Officials,Employees and Volunteers 100 Civic Center Dr, Bay E Newport Beach CA 92660 Location And Description Of Completed Operations: (Information required to complete this Schedule, if not shown above,*0 be shown In the Declarations) A. Paragraph 2.under Section II-Who to An Insured Is amended to Include ae an Insured arty person or organization drown In the Schadu's,wham you have agreed to add as an additional In a written contract or wditan agreement. Such person or organization is an additional Insured but only with respect to gabiby for bodily lNury•or*property damage': 1. Caused by your wok•performed for that additional Insured that Is the subject of the wdttan contract or written agreement and at the location designated In and described In the Schedule of this endowment;and 2. Included in Me"pwdlwks�canpleted operations hamrT. However. a) The Insurance afforded to such edt"onal Insured arty sppuea to the extent pertdaed by law;and b) If coverage provided to the additional Insured Is required by a contract or agreement,the Insurance afforded to such addWonah Insured will not be broader than that which you are required by the contract a agreement is,provide for such additional Insured. The Insurance proAded by this endawmeot applies only M the written centrad or when agreement Is signed prior to the badly Inluy'or'property . damage'. We have ns duty to defend an additional Insured urder ids endomement until we recahre widen notice of a'suir by the additional Insured as required In Paragraph b.of Condition 2.Dales In The Evart Of Occurrence,Offense,Claim Or Suit order Section IV-Commercial General Liability Conditons. e Nis tmaw went massvv. CG 85840613 ar,w bpwrrdw� Page Iof2 B. With respect to to Insmmoo provided by gale endorsement, the[allowing are added to Paragraph 2.Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Uablllfy: The Insurarce does not appy to 1. 'Bodly Injury'or'property damage'that cocum pdor to you commencing operations at the location where such today t*ry or*property damage 000ara. 2. So*Iryuy or'propmty damage'arising out of the rendering of,a tie elltae to render,arty professional ercdtacural,engineering or surveying services hhdudlrg: a. The preparing,approving a lava to prepare or approve,maps.shop drawings.opidons.reports,surveys,gold orders,change orders or drawing and specgnad ra; and Is. Supervisory, nspecdon,aNtltecwrel aaidnewing activities. C. With expect to the Insurance attested m these addMond Insureds,the following Is added m Section g-Umha of Insurance: If coverage provided to the additional Insured Is required by a contrast or agreement.are most we will pay on behaff of the additional Insured Is the amount of Insurance: 1. Required by contrast or agreement or 2. Available under the applicable Uncle of Insurance slaws In the Declaration. vddchover Is lase. This endorsement shag not Increase the applicable Limits of Insurance shown In the Declarations. D. With respect to to Insurance afforded by this eMasemem, Section IV-Cammendal General Liability Conditkhns Is amended as fdloea: 1. The following Is added to Paragraph 2 Dutles In The Event Of Occurrence,Offense,Claims Or Suit: An addttia al Insured under this endorsement will as wan as practicable. a. Ohre written noticed an'accurrence•a an olanse that may result In a calm ar'sdr under this Ireurance to us: b. Tender the defense and Indemniy of any dad a'6ulr te all Insurere whom also have Insurance available to the additional Insured:and C. Agree to male available any other Insurance which the additional Insured has for a loss we cover under the Coverage Part d. We have no duly to defend or Indemnify an additional Insured under this endorsement umll we receive wddan nWce of a'sW by the additional Insured. 2. Paragraph 4.,at Sedion IV-Commercial Cartes!Uablllty Conditions Is amerded as follows: a The following Is added to Paragraph a.Primary Insurance: It an additional Insureds policy has an Oder Insurance provision making is policy excess,and you have agreed In a wdhen Contrast or written agreement to provide the additional Insured coverage on a pdmary and noncodrteutory basis,this policy shell be pdrtsry and we will no seek contrthutlon from the addMcal hourePs poky for damages we[aver. It. The following Is added to Paragraph b.Excess Insurance: When a written contract Or wdtlen agreement, other than a promises lease.facilities rental contract or atpeemerd, en equipment renal or lease coned or agreement, or perms Issued by a sate or political subdivision between you and an additional Insaed does not require tlds Insurance to be pdmary or pftwy and nor corddbutory,his Insmanw a excess war any other Insurance for witch ge additional Insured Is designated as a Named Inexact. Regardless of the written agreement between you and an additlonel Instead,this Insearce is excess over arty oder Insurance whether primary,excess,contingent or on any other basis for which the additional lowed has been added an an additional insured an Other policies. ems tmmy xapta Wunnce CO 85 84 04 13 am.an rogrrprcao mew d rmmw,ew Sawrm eros,sc-sem m wnmberw. Page 2 of 2 aPgyew cempw amp