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HomeMy WebLinkAboutKAPSCH TRAFFICCOM USA, INC.,A-2019-203 ERK (%i- wUNCIL !.;ATE. o e P'tiu(I1 a 4y Rasn s �s NOV 22" 2019 AGREEMENT TO PROVIDE SUPPORT AND MAINTENANCE Z 7 SERVICES FOR SCADA SYSTEM SOFTWARE THIS AGREEMENT is made and entered into this 5th day of November, 2019 by and between Kapsch TrafficCom USA, Inc. ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City has previously purchased from Contractor support and maintenance services for the Supervisory Control and Data Acquisition System (SCADA) software utilized by the Water Resources Division of the Public Works Agency for the City's water production facilities. B. The City desires to purchase from Contractor additional support and maintenance services and other related components. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform the services that are described in Contractor's proposal that is attached and fully incorporated as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit A. The total annual sum to be expended under the term of this Agreement, including any extension periods, shall not exceed $50,000, which is comprised of (1) the annual allocations stated in Exhibit A and (2) a contingency in the amount of the remaining balance for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Paae I of 8 3. TERM This Agreement shall commence on the date first written above and terminate on November 4 `2p22,. unless tenninated earlier in accordance with Section 18, below. The term of this Agreement maybe extended for up to two 1-year periods upon a. writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. if the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws, 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire tenn of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 8 INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City. Page 3 of 9 (iv) Contractor shall supply City with a fully executed additional insured endorsement. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by die City. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harntless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section l of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. LIMITATION OF LIABILTY Notwithstanding anything else contained in this Agreement, excepting compliance with the confidentiality provisions herein, in no event shall either party be liable to the other party or to any other person for any indirect, consequential, incidental, special, or punitive damages, including without limitation, any loss of use or production, or any loss of data, profits or revenues, or any claims raised by customers of City, regardless of the form of action (whether for breach of warranty, breach of contract, or in tort) and whether advised of the possibility of such damages or not. Contractor's liability is limited to City's actual direct damages, and shall not exceed $300,000. Page 4 of 8 10. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and snake transcripts or copies of such records and ally other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by Page 5 of 8 first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Contractor: Kapsch TrafficCom 4256 Hacienda Drive, Suite 100 Pleasanton, CA 94588 Attn: Philip Jacobs A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the teens of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any teens or conditions of anypurchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Pale 6 of 8 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NON-DISCRIlYIINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be Page 7 of 8 determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: 17. DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: n M. Funk ssistant City Attorney R�2 RECOMMENDED FORAPPROVAL 11� "Lsl k kG: Fuad S. Sweiss, PE, PLST— Executive Director, Public Works Agency CITY OF SANTA ANA R STINE RIDGE City Manager CONTRACTOR Nam : for David Gumpel Title: General Manager, PMO D&:O Page 8 of 8 EXHIBIT A Kapsch TrafftcCom USA, Inc. Kapsch October 7, 2019 City of Santa Ana Public Works Division 220 S. Daisy Ave Santa Ana, CA 92703 Attention: Mr. Cesar E. Barrera Reference: City of Santa Ana Water SCADA System Subject: Kapsch TrafficCom USA, Inc. DYNAC SCADA System Maintenance and Service Contract Dear Mr. Barrera: Kapsch is pleased to respond to your request for the above referenced Maintenance and Service Contract Proposal. The term of the contract will be from November 5, 2019 to November 4, 2022. The following paragraphs comprise the terms and conditions upon which the Maintenance and Service Contract will be based. Software Maintenance a) Each year Kapsch will provide two, 2-day on -site visits (32 hours total) preventative software maintenance for the SCADA System servers and workstations. Services will include general system diagnostics as provided with original installation, file and disk management, software backup and archiving, etc. Any additional time requested will be billed at our published Professional and Support Services rates. Accepted: $ Included Standard Telephone Support a) Kapsch's Applications Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of PLC/RTU software provided by Kapsch. b) Kapsch's Software Engineering staff will be made available for telephone support to answer questions regarding the use, modification or troubleshooting of the DYNAC SCADA software provided by Kapsch. c) Kapsch's Software Engineering staff will be made available for telephone and modem support to remotely diagnose, troubleshoot and resolve any problems found in the DYNAC SCADA software provided by Kapsch. d) Client personnel will be required to work with Kapsch personnel via telephone as needed to ensure that any reported problem may be accurately diagnosed. Total Standard Telephone Support Accepted: $ Included Kapsch TrafllcCom USA, Inc. 142%Haoenda Dive. Suite 100 1 Pleasanlnn. CA 94506 Phone. (925) 225-1600 [Fax1925) 225-16401 a App ich.com Kapsch TrafficCom USA, Inc. kiapSC/7 > City of Santa Ana Oct 7, 2019 Hardware Maintenance Page 2of4 a) On a bi-annual basis, Kapsch will provide on -site preventative hardware maintenance for the SCADA System servers, workstations and peripheral devices. Services will include general system diagnostics as provided with original installation, cleaning, consumables replacement (i.e. changing printer ribbon), etc. Accepted: $ Not -included b) Kapsch will provide for repair or replacement of the SCADA System servers, workstations and peripheral devices via service sub -contracts with original equipment manufacturers or their authorized representatives. Availability of these services will be based upon the terms and conditions of the manufacturers' standard contracts. Accepted: $ Not included Maintenance and Service Requests All maintenance and service requests shall be documented by the Client (Le, fax, memo, etc.) for future reference and administrative purposes. All maintenance and service requests shall be acknowledged in writing by Kapsch, including diagnosis and corrective actions taken. All on -site services provided will be documented on field service reports which will be submitted to the Client daily as services are provided. Standard Scheduling and Availability a) Kapsch personnel will be generally available during normal working hours, 8:00am - 5:00pm, Monday through Friday. Scheduling of maintenance and service work will be based upon current personnel schedules and availability (i.e. at the time of any given request), and the priority of the request. Priorities for maintenance and service requests will be determined on a case -by -case basis. b) Kapsch personnel will also be available for on -call telephone consulting and troubleshooting services outside the normal work schedule defined above. Rates for each year are:- 2020 $ 26,250 2021 $ 27,500 2022 $ 28,900 $ 82,650 Accepted: $82,650 Miscellaneous Professional and Support Services c) Additional services - DYNAC SCADA system programming and/or materials provided on request will be billed at our published Professional and Support Services rates on a Not to Exceed (NTE) basis. Accepted: NTE $67,360 Kapsch Tre HlcGom USA. Inc. 14256 Haoiemla Cleve. Sidle i W I Ple.,no ne, CA 945% Phone19251 225 16001 Far (925)22516101 �'m kapsch.com Kapsch TrafflcCom USA, Inc. 13PSC 7 City of Santa Ana Oct 7, 2019 Page 3 of 4 Resident Maintenance and Service Personnel a) One resident Kapsch Service Engineer will be assigned on a full-time basis to perform preventative and corrective maintenance on -site during normal working hours based upon an 8-hour/day, 40-hourtweek schedule. The starting time of daily shifts will be in accordance with normal Client maintenance personnel. Accepted: $ Not included One resident Kapsch Service Engineer will also be available for on -call telephone consulting and troubleshooting services, outside the normal work schedule defined above. All services provided upon an on -call basis will be billed per Kapsch's published Professional and Support Services rates. Accepted: Time & Material Not Included Billing a) The fixed price amount(s) quoted above are due upon acceptance of the Contract and will be invoiced in full based upon Net 30 payment terms. b) An authorized purchase order for the total amount of all fixed price option(s) selected is required prior to any services being rendered. c) The duration of the Contract will be 36 months from November 5, 2019. The Contract can be renegotiated and renewed on a yearly basis thereafter. In addition, optional Standard Scheduling and Availability and Miscellaneous Professional and Support Services are offered for years 2023 and 2024. Rates for each year will be:- 2023 $30,400 plus $19,600 2024 $31,900 plus $18,100 Contract Acceptance Kapsch, Inc. Client authorized signature authorized signature title date title date Kapach TrafflcCond USA. Inc.) 4256 Hacienda Drive Suite 1001 Pleasanton. CA 94588 Phone: (925) 225.16M IF. f925) 225-18101 Aap ich.c in Kapsch TrafficCom USA, Inc. Mapsch City of Santa Ana Oct 7, 2019 Page 4 of 4 Kapsch looks forward to your favorable review of this proposal. If this proposal is deemed acceptable, please initial each option desired and sign and date both copies and return them to Kapsch as soon as possible. An executed copy will be returned to you for your records. If you have any questions or concerns regarding this proposal please contact the undersigned at our Pleasanton, CA, facility. Yours Truly, Kapsch TrafficCom, USA, Inc, David Gumpel General Manager, PMO Delivery & Operations Attachment (1) Professional and Support Services Kapach TralrcCom USA, Inc.I 4250 Haciemta Dnva, Scila 1W 1 Pleasanton, CA 9450a Phone. (925, 22510001 Fax: (9251 225-16101 nv A.w.h. Kapsch Trar/icicom Kapsch > challenging limits Page 1 PROFESSIONAL AND SUPPORT SERVICES Kapsch is pleased to provide the following categories of services: I. PROFESSIONAL SERVICES Division/Department Manager $275.00 Sr. Project Manager 225.00 Project Manager 190.00 Sr. Software Engineer 220.00 Software Engineer 175.00 Sr. Systems Engineer 190.00 Systems Engineer 150.00 Applications Engineer 115.00 Field Specialist 145.00 Field Technician 125.00 Designer/Draftsperson 110.00 Administrative Support 105.00 Project Cost Controller 120.00 Scheduler 95.00 Health, Safety, Security, Environment, Quality Mgr. 235.00 Health, Safety, Security, Environment, Quality 115.00 Shop Labor 88.00 System Engineer 2 (Urban) 170.00 Solution Expert (urban) 220.00 it. FIELD SERVICES Field Services supplied to customers not covered by an established Contract Service Agreement or services as requested by a customer for a specific day, time or reason, outside the scheduled service provided under a Contract Service Agreement. Service and Travel Time Portal to Portal (See Note). a. Std. work hours 8:00 a.m. to 5:00 p.m. Standard Rate per I and III b. Saturday and hours other than 8:00 a.m. to 5:00 p.m. 1.5 times Standard Rate c. Sundays and Legal Holidays Double Standard Rate Note: The base location for travel time will be Kapsch's nearest service office. Minimum service charge will equal 4 hours at appropriate service rate. Rapsch TmnICCVm USA, Inc. 1 4256 Hacienda Drive, Suite 1W I Pleasanton. CA W88 I Phone 925 22516M 1 Fax 925 2251610 1 %%Aapsch us Rev. 04-01-19 Kapsch TratticCom Kapsch challenging limits Page 2 III. SHOP FABRICATION SERVICES Shop fabrication services are available at a shop rate of $80.00 per hour. Materials will be invoiced at cost plus 25%. Normal shop expenses are included within the above rates; however, additional expenses such as freight, travel, etc., will be billed at cost. Shop/field calibration, acceptance testing, start-up, etc., are considered field services and will be charged at the appropriate field service rates. IV. KAPSCH'S PERSONNEL RATES Normal labor charges will be at the hourly rates shown in the above tables for each labor classification. Time in excess of 8 hours per day or 40 hours per week is termed overtime. When client authorized, overtime rates are 1.5 times normal rates. Rates are in USD. Rates are not valid for prevailing wage work. Quoted rates are subject to reasonable adjustment after August 31. 2016. V. SUBCONTRACTED WORK When it is necessary to supplement our staff with consultants or outside subcontractors, these services are billed at our cost plus 15%. VI. EXPENSES Additional expenses are charged at cost plus 15%. These reimbursable costs include, but are not limited to; Travel (air fare, auto rental, public transportation and subsistence) Use of company vehicles ($90/day) and employee cars ($0.65/mile) Equipment rental or purchase Long distance and cellular telephone, fax , postage, courier and reproduction work Applicable sales taxes and freight charges VII. MATERIALS Material is charged at list price plus 15%. Applicable sales, excise taxes, fees and freight charges are added as applicable. Vill. DOCUMENTATION All agreed upon documentation including manuals, drawings and reproductions, will be furnished to the client during or at the close of the job. We reserve the right to retain either originals or reproductions of all of our work for our files. Kapsch TMMCCVM USA, /PC 1 4256 Hatlenaa Dnve. Sidle 100 1 Pleasn11t.. CA 94588 1 Paene 925 22515M Fax 9252251610 1 •+'�A'�kapscRus A� or CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 2/14/2020 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 have ADDITIONAL INSURED provisions or 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 Marsh Risk and Insurance Services 345 California Street Suite 1300 San Francisco, CA 94104 CONTACT NAME, Marsh Risk and Insurance Services PHONE :t: 415-7a3-a000 arc No: EMAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC k www.marsh.com California License: OH01556 INSURER A: AXA Insurance Com an 33022 INSURED Kappsch TrafficCom Holding II US Corp. INSURER B : Travelers PropertyCasualt Co of Amer 25674 NsuRERc: ACE American Insurance Company 22667 8201 Greensboro Drive INSURER D: Charter Oak Fire Insurance Company 25615 Suite 1002 McLean VA 22102 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 94116991 REVISION hHHURFl THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE Al SUER D POLICYNUMBER POLICY EFF MMIDDNYYY POLICY E%P MM/DD/YYYY LIMITS A r/ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR PCS003157(19) 7/1/2019 7/1/2020 EACH OCCURRENCE $1,000000 DAMAGE T_0_R_E_Nl PREMISES Ea occurrence) $100,000 MED EXP (Any one person) $10 000 PERSONAL 8 ACV INJURY $1 000 000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ✓❑ jE� LOG GENERALAGGREGATE $2,000,000 PRODUCTS-COMP/OP AGG $2,000000 Deductible $100 000 OTHER: B AUTOMOBILE LIABILITY 810-1N626414 7/1/2019 7/1/2020 Ea MBBINEOacold.tSINGLE LIMIT $1000000 ✓ BODILY INJURY (Par person) $ ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY P ) accitlen! $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE E Per accident)$ UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRI ETORIPARTNEWEXECUTIVE OFFICER/MEMBEREXCLUDED? ❑N NIA UB-OL500865 7/1/2019 7/1/2020 PER OTH- ✓ STATUTE ER E.L. EACH ACCIDENT $1,000000 E.L. DISEASE -EA EMPLOYE $1.QQ0,D00 (Mandatory, in NH) It yes, describe under E.L. DISEASE - POLICY LIMIT $1 000 000 DESCRIPTION OF OPERATIONS below C Tech N) - Professional Liability G25604635004 7/1/2019 7/1/2020 $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Re: Agreement A-2019-203 The City of Santa Ana, its officers, employees, agents, volunteers and representatives are included as additional insured (except for Workers Compensation) on a primary noncontributory basis where required by written contract. Waiver of Subrogation is applicable in favor of City of Santa Ana on General Liability Auto Liability, and Workers Compensation where required by written contract. Policies include 30 Days' Notice of Cancellation with 10 Days' Notice for Non -Payment of Premium in accordance with the policy provisions. By Risk City of Santa Ana Rsk Management Division, 4th Floor 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN A£CORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD The ACORD name and logo are registered marks of ACORD 54116901 1 19-20 - GL AO Uch WC $2M Professional I Matt Rush 1 2/14/2020 8:26:32 AM (CST) I Page 1 of 2 riahts reserved. AGENCY CUSTOMER ID: LOC #: sa oRo® ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Marsh Risk and Insurance Services Kappsch TrafficCom Holding II US Corp. 8201 Greensboro Drive Suite 1002 POLICY NUMBER McLean VA 22102 G25604635004 CARRIER NAIC CODE ACE American Insurance Company 22667 EFFECTIVE DATE: 7/1/2019 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability (03/16) HOLDER: City of Santa Ana Risk Management Division, 4th Floor ADDRESS: 20 Civic Center Plaza Santa Ana CA 92702 Policies evidenced herein include the following as Named Insureds: Kapsch TrafficCom Holding Corp. Kapsch TrafficCom Inc. Kapsch TrafficCom USA, Inc. Streetline, Inc. REVIEWED & APPROVED By Risk MANAGEMENT DIVISION jt&�— ACORD 101 (2008/01) © 2008 ACORD The ACORD name and logo are registered marks of ACORD 54116981 119-20 - GL AU Umb WC $214 Professional I Matt Rush 1 2/14/2020 8:26:32 AM (CST) I Page 2 of 2 All rights reserved_ ATTACHMENT ACUR ® CERTIFICATE OF LIABILITY INSURANCE OAT7172 D/VYYVI nz/zozo 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 have ADDITIONAL INSURED provisions or 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(_), Marsh Risk and Insurance Services 345 California Street CONPRODUCER NAME: _ Marsh Risk and Insurance Services PHONE Fall 415-743•e000 PAc Suite 1300 San Francisco, CA 94104 D DRESS, INBURER(b)AFFORONJO COVERAGE NAICN INSURER A: XL Insurance America Inc. 24554 www.marsh.com California License: 0H01556 INSURED Kappsch TrafficCOm Holding II US Corp. 8201 Greensboro Drive Suite 1002 INSURER so Travelers Property Casualty CO of Amer 25674 INSURER C: ACE American Insurance Company 22667 INSURER D: Charter Oak Fire Insurance Company 25615 INSURERE: McLean VA 22102 INSURER F: COVERAGES CERTIFICATE NUMBER: 56414149 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 TYPE OFINSURANCE Kam POLICY NUMBERIT. POLICY EFF POLICY E%P LIMITS A / COMMERCIAL GENERAL LABILITY USOOIO1335LI20A 7111211211 711/21121 EACH OCCURRENCE a1010000 CLAIMS -MADE 7 OCCUR PREMISES Ea ocollli 100,000 MED EXP (Any ona parwo) S 10 000 PERSONALSADVINJURY S1000,000 GEN1 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 POLICY � JECT 7 LOD PRODUCT_ - COMPIOP AGG f 2 000 GOO OTHER' I Deductible f100000 B AUTOMOBILE LIABILITY 610-1 N626414 7/1/2020 1 7/1/2021 Ea aBEO me BIN LI I $1 000 000 S ANY AUTO eODILV INJURY(Perparaon) f OWNED F7 SCHEDULED 6GDILY INJURY (Paraaklenq _ AUTOS ONLY AUTOS HIRED NON -OWNED - PROPER DAMAGE f AUTOS ONLY AUTOS ONLY IPer erddeM f _ UMBRELLA UAB OCCUR EACH OCCURRENCE S f EXCESS LIAR CLAIMS -MADE ''i _AGGREGATE LIED RETENTIONS f D WORKERS COMPENSATION [NIA UB-OL200865 7/1/2026 7/1/2021 ER oTK J �gTATVTE ER _ AND EMPLOYERS' LIABILITY YIN ANYPROPRIETONPARTNEWEXECUTIVE E. L. EACH ACCIDENT $1,000,000 (M.ndst.I 1. NH)EXCLUDED7 �N E L. DISEASE - EA EMPLOYEE $ 51000000 If yes, describe under DESCRIPTION OF OPERATIONS below EL DISEASE - POLICY LIMIT C Tech E80 - Professional Liability G25604635004 7/1/2020 7/1 021 $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES 1ACORD 101, Additional Remarks Scbd.Ile, may M attached it mom space Is reeulrod) Re- Agreement A-2019-203 The City of Santa Ana, its officers, employees, agents, volunteers and representatives are Included as additional Insured (except for Workers Compensation) on a primary noncontributory basis where required by written Contract. Waiver of Subrogation Is applicable in favor of City of Santa Ana on General LiabilityAuto Liability, and Workers Compensation where required by written contract. Policies include 30 Days' Notice of Cancellation with 10 Days' Notice for Non -Payment of Premium In accordance with the policy provisions. REVIEWED & APPROVED City of Santa Ana Risk Management Division, 4th Floor 20 Civic Center Plaza — Santa Ana CA 92702 F 20 2020 SHOULDEXPIRATION DATE TV DAE THEREOF, NOTICEDESCRIBED ES BE WILL CBE CELLED BEFORE DELIVERED IN I AL n ACCORDANCE WITH THE POLICY PROVISIONS. SACORD reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD 56414149 1 2e-Zl CL/AU/UKB;WC/Prcr S2K I At. Rush 1 712120tO 2:23:45 PH (COT) I Paac I cf 2 Digita DATE ( D/YYYY) '`�� R" CERTIFICATE OF LIINI ANCE in 3/22121022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION O LY IGHTS UPO , THE ERTIFIC E HOLDER. THIS CERTIFIAE DOES NOT AFIRMATIVELY OR NEGATVEY AMEN HE POLICES BE OW.0 TTHIS CCERT FIICATEFOF INSURANCE DOES NIOTLCONSTITUTE A CONTRACT TBETWEEN OTHEr SSAL ;AC! AUT OR ZIED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, t li (ie v I I_ . _f� I e e If SUBROGATION IS WAIVED, subject to the terms and conditions th ai o Ur(Re an endorsemes:t. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). _ 'I n. C C .'i Ci n71nni PRODUCER CONTACT NAME: Matt Rush Marsh & McLennan Agency LLC PHONE - FAX 309 Webster Street A/C No EXt : 513-256-2198 A/c, No): 212-948-6395 Dayton OH 45402 ADDRESS: matt.rush@marshmma.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: XL Insurance America, Inc. 24554 INSURED KAPSCTRAFF Kapsch TrafficCom USA, Inc. 8201 Greenboro Dr., Ste 1002 Me Lean VA 22102 INSURERB: Hartford Casualty Insurance Company 29424 INSURER C : Interstate Fire & Casualty Company 22829 INSURER D : COVERAGES CERTIFICATE NUMBER:949775617 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL I SUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y US001099721_131A 7/1/2021 7/1/2022 EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 500,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT1:1 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 Deductible $ $100,000 OTHER: B AUTOMOBILE LIABILITY 33UENFH2934 7/1/2021 7/1/2022 COMBINED SINGLE LIMIT Ea accident $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLALIAB X OCCUR US001099741_121A 7/1/2021 7/1/2022 EACH OCCURRENCE $9,000,000 AGGREGATE $ 9,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE Y 33WEAL5RL8 7/1/2021 7/1/2022 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ NIA E.L. DISEASE- EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Tech E&O and Cyber USF00987121 7/1/2021 7/1/2022 $5,000,000 Per Occurrence $5,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Agreement A-2019-203 The City of Santa Ana, its officers, employees, agents, volunteers and representatives are included as additional insured (except for Workers Compensation) on a primary noncontributory basis where required by written contract. Waiver of Subrogation is applicable in favor of City of Santa Ana on General Liability, Auto Liability, and Workers' Compensation where required by written contract. Policies include 30 Days' Notice of Cancellation with 10 Days' Notice for Non -Payment of Premium in accordance with the policy provisions. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division, 4th Floor 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 .74,4 µ RiakMuwganentDhb1on tt REVIEWED & APPROVED BY: © 1988-2015 ACORD ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD _ �IM Risk Managemenc specialist POLICY NUMBER: US00109972LI21A COMMERCIAL GENERAL LIABILITY CG20101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations Any person or organization that you are required in As required per written contract a written contract or written agreement to include as an additional insured provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. 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 that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 �N Rick Mumpnent Division tt REVIEWED & APPROVED BY. -- Risk Management Specialist C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 �N RAMumpnenf Division tt REVIEWED & APPROVED BY. -- Risk Management Specialist POLICY NUMBER: US00109972LI21A COMMERCIAL GENERAL LIABILITY CG 20 11 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designation Of Premises (Part Leased To You): All premises leased to the Insured Name Of Person(s) Or Organization(s) (Additional Insured): All lessor of leased premises Additional Premium: $ Included Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any 'occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organization(s) shown in the Schedule. However: The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. 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 that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 11 12 19 © Insurance Services Office, Inc., 2018 �N Rick Mumpnent Division tt REVIEWED & APPROVED BY. -- Risk Management Specialist POLICY NUMBER: US00109972LI21A COMMERCIAL GENERAL LIABILITY CG20151219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) (Vendor Your Products Any person or organization that you are required in "Your Products" a written contract or written agreement to include as an additional insured provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to throughout this endorsement as vendor) shown in the Schedule of this endorsement, but only with respect to liability for "bodily injury" or "property damage" arising out of "your products" shown in the Schedule of this endorsement which are distributed or sold in the regular course of the vendor's business. However: 1. The insurance afforded to such vendor only applies to the extent permitted by law; and 2. If coverage provided to the vendor is required by a contract or agreement, the insurance afforded to such vendor will not be broader than that which you are required by the contract or agreement to provide for such vendor. B. With respect to the insurance afforded to these vendors, the following additional exclusions apply: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or CG 20 15 12 19 © Insurance Services Office, Inc., 2018 �N Rick Mumpnent Division tt REVIEWED & APPROVED BY. -- Risk Management Specialist PAP h. 'Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. C. With respect to the insurance afforded to these vendors, the following is added to Section III — Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Page 2 of 2 © Insurance Services Office, Inc., 2018 �N RAMumpnenf Division tt REVIEWED & APPROVED BY. -- Risk Management Specialist POLICY NUMBER: US00109972LI21A COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization that you are required in a written contract or written agreement to include as an additional insured provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contract or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. 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 that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 �N Rick Mumpnent Division tt REVIEWED & APPROVED BY. -- Risk Management Specialist COMMERCIAL GENERAL LIABILITY CG20341219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - LESSOR OF LEASED EQUIPMENT - AUTOMATIC STATUS WHEN REQUIRED IN LEASE AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However, the insurance afforded to such additional insured: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. B. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement you have entered into with the additional insured; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 34 12 19 © Insurance Services Office, Inc., 2018 �N Rick Mumpnent Division tt REVIEWED & APPROVED BY. -- Risk Management Specialist POLICY NUMBER: US00109972LI21A COMMERCIAL GENERAL LIABILITY CG20371219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Any person or organization that you are required As required per written contract written contract or written agreement to include as an additional insured provided the "Bodily Injury" or "Property Damage" occurs subsequent to the execution of the written contact or written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. 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 that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. CG 20 37 12 19 © Insurance Services Office, Inc., 2018 �N Rick Mumpnent Division tt REVIEWED & APPROVED BY. -- Risk Management Specialist AGENCY CUSTOMER ID: LOC #: AC RIY ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Marsh Risk and Insurance Services Kappsch TrafficCom Holding II US Corp. 8201 Greensboro Drive Suite 1002 McLean VA 22102 POLICY NUMBER G25604635004 CARRIER NAIC CODE ACE American Insurance Company 22667 EFFECTIVE DATE: 7/1/2020 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, HOLDER: City of Santa Ana Risk Management Division, 4th Floor ADDRESS: 20 Civic Center Plaza Santa Ana CA 92702 Policies evidenced herein include the following as Named Insureds: Kapsch TrafficCom Holding Corp. Kapsch TrafficCom Inc. Kapsch TrafficCom USA, Inc. Streetline, Inc. REVIEWED & APPROVED By RISK MANAGEMENT DIVISION JU 201 0 MANCINE R. VILLAREAL ACORD 101 r200R/011 © 2008 The ACORD name and logo are registered marks of ACORD 56414149 1 20-21 GL/AU/LTIe/NC/Prof 52M I Melt Rush 1 7/2/2020 2:23:46 PM (COT) I Page 2 of 2 All rights reserved. ATTACHMENT