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Home My WebLink AboutPB FARRADYNE 1=__~~O w June 15, 2006 Mr. James G. Ross, Exec. Director City of Santa Ana 20 Civic Center Plaza (M-30), P.O. Box 1988 Santa Ana, CA 92702-1988 Subject: A-2003-173 (the "Contract") Dear Mr. Ross: Parsons BAnckerhoN C°~` One Penn Plaza New York, NY 10119-0061 212-465-5000 Faz: 212-465-5096 As you may be aware, Parsons Brinckerhoff Quade & Douglas, Inc. ("PBQD") has recently announced its decision to sell PB Farradyne ("Farradyne"), its ITS division to Telvent Traffic North America Inc., a wholly owned subsidiary of Telvent GIT S.A. ("Telvent"). Telvent specializes in developing and supplying products and information technology services for real- time control and information management systems worldwide, with a major focus on traffic and transportation. Telvent shares are listed on the NASDAQ National Market, and in North America Telvent has offices in Houston TX, Baltimore MD, Fort Collins CO, and Calgary, Alberta. Upon closing of the transaction, Telvent will acquire all of the shares of PB Farradyne Inc. (the "Company"), and the Company will acquire all of the assets and contracts relating to the Business, including the Contract. The name of PB Farradyne Inc. will be changed to Telvent Farradyne Inc. ("Telvent Farradyne"). Both PBQD and Telvent consider City of Santa Ana to be an important customer, and both companies will take all steps to ensure that the transaction is completed with no disruption to the services being supplied under the Contract. In furtherance of the above, PBQD wishes to assign its rights under the Contract to Telvent Farradyne, and Telvent Farradyne wishes to assume PBQD's duties and obligations under the Contract. We hereby request that you consent to the assignment of the Contract to Telvent Farradyne by countersigning this letter and returning one copy in the addressed Fed Ex envelope enclosed for your convenience. Your Farradyne project manager is copied on this letter and will be available to work with you to secure your consent, which we would appreciate having by June 30, 2006 or as soon as practicable thereafter. During a transition period extending from the closing (which is anticipated to be on or about June 30, 2006) through the actual assignment (which may be different from the closing date) of the subject Contract, it may be necessary for PBQD to remain as the prime on the Contract and for Telvent Farradyne's employees to continue their work on your project under appropriate arrangements with PBQD. Third-party subcontracts will be assigned to Telvent Farradyne at the time the Contract is assigned. Ov®r a Century of >Fnyineeriny £xce!/enoa PB Agreement #: 18562 ----'sue V4a9S Your Farradyne project manager and principal-in-charge are available to answer your questions and provide further information; however, always feel free to contact me directly at the a-mail address provided below. Very truly yours, =f' `~=~- Lawrence F. Yermack President - PB Farradyne, Inc. vermackCo~obworld.com cc: Mr. Farhad J. Pooran Executive Director of Public Works Consent to the assignment of the Contract referred to above is hereby given this _ day of June, 2006. '} %~/ ~G~----'~ Signature Printed Name Title h: r~i~i~~~ xs ~0 1' ~~ ~~ LISA E. STORCK Assistant City Attorney 0v~r a CenBUrY n9 @ngAnearing' Exeerrenee ATTEST ~~~~ / ~ PATRlC/A E. HEALY CLERK OF TP/£ ~'l1 UA/C/L PB Agreement #: 18562 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES //- I -03 CLERK OF COUNCIL DATE: 9 d9-Q3 C: tptVl4 (~ • %S~}1 Fiu A-2003-173 Advanced Traffic Management System With PB Farradyne Project No.: Account No.: w.o.: Manager: T.C. Sutaria $: (not to exceed $353,800) CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this ~-A~day of bPr~2003 by and between PB Farradyne, a Division of Pazsons Brinckerhoff Quade & Douglas, Inc., a Delaware corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of traffic signal systems, to implement the Adaptive Downtown Traffic Signal Project. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standazds as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Request for Proposal for Advanced Traffic Management System, dated October 2002, the City's Request for Proposal for Advanced Traffic Management System, dated Apri12003, Consultant's Technical Proposal, dated December 9, 2002, Consultant's Technical Proposal, dated May 16, 2003 all incorporated hereto and made a part of this Agreement and Consultant's Cost Proposal, dated May 16, 2003, attached hereto as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and chazges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $353,800.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2004, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Public Works Agency and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create anemployer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which aze the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insureds) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence azising out of Consultant'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. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an azchitect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless 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 health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; 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 Consultant 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, regazding 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. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant 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 caze 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Executive Director of Public Works City of Santa Ana 20 Civic Center Plaza (M-43) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-5616 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: PB Farradyne 444 South Flower Street, Suite 3700 Los Angeles, California 90071 Telefacsimile (213) 362-9480 Attn: James P. Curry Assistant Vice President Area Manager, Southern California A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other 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 time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 consultants retained by City. 12. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant 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 Consultant 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 Consultant 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. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION -VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant 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. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 17. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Consultant shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City, including all applicable federal, state and local occupation, safety and health laws, rules and regulations and standards, applicable state and federal labor standards, prevailing wage requirements, the City zoning and development standazds, City permits and approvals, building, plumbing, mechanical and electrical codes, as they may apply, and all other provisions of the City and its Municipal Code (as it may apply), and all applicable disabled and handicapped access requirements, including, without limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seq., Government Code § 4450 et seq., and the Unruh Civil Rights Act, Civil Code §51 et seq. // // // // // IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ~/"~ PATRICIA E. HEALY Clerk of the Council CITY OF SANTA ANA DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: ~J Laura Sheedy Assistant City Attomey CONSULTANT /~ JAMES P. CURRY Assistant Vice President Tax ID # //-/53/569 )I~ 11 JI ~_ ___ X00 YEAflS a " ' Mdy 16, 2003 Mr. T.C. Sutaria, P.E. 9I City of Santa Ana Public Works Agency, 20 Civic Center Plaza ,, Santa Ana, California 4th Floor 92701 PB 444 South Flower Street Farradyne Suite 3700 Los Angeles, CA 90071 213,362-9470 Far: 213-362-9480 Re: Request For Proposals City Project No. 1758 -Adaptive Downtown Traffic Signal System, Phase I City Project No. 5520 -Adaptive Downtown Traffic Signal System, Phase II City Project No. 5515 -Traffic Signal System Intertie with Costa Mesa, Phase I City Project No. 5516 -Traffic Signal System Intertie with Costa Mesa, Phase II Dear Mr. Sutaria: PB Farradyne (PBF), a Division of Parsons Brinckerhoff Quade & Douglas, Inc., is pleased to submit its Cost Proposal to implement an Advanced Traffic Management System (ATM S), including areal- time, distributed adaptive traffic signal control system for a subnetwork of 14 intersections in downtown Santa Ana. The proposal includes all work items required for doing the ATMS, integrated CCTV control, equipment procurement, installation, system support, and training. This cost proposal may be considered firm for a period of sixty (60) days. Thank you for the opportunity to submit this proposal. Should you have any questions during the period of review, please contact me at your convenience at 213-426-3834. Very truly yours, PB FARRADYNE Division of Parsons Brinckerhoff Quade & Douglas, Inc. 9I ~~ ry~ . Assistant Vice President Area Manager, Southern California Attachment L Over a Century oI Engineering Excellence EXHIBIT A CITY OF SANTA ANA ADVANCED TRAFFIC MANAGEMENT SYSTEM COST PROPOSAL A.1 ATMS System LS 1 ---- $ 225,854 (a) A.2 ATMS Server Software License EA 1 $ 65,000 $ 65,000 $ Included 12 Months A.4 ATMS System Integration and LS 1 ---- $ Included --- Testing Item A.1 A.5 2070 -Controller Software License EA 14 $ 450 $ 6,300 $ -0- A.6 2070 -Adaptive Control Software EA 14 $ -0- (c) $ -0- $ -0- License A.7 CCN Integration LS 1 --- $ Included ---- Item A.1 (b) A.8 Training LS 1 ---- $ Included --- Item A.1 A.9 System Support LS 1 ---- $ Included ---- Item A.1 TOTAL S 297,154 S -0- NOTES: (a) RT-TRACS adaptive control system, as implemented by PBF for City of Vancouver, Washington, including standard ATMS functionality as described in PBF Technical Proposal dated 12-09-02 to be delivered for the City of Santa Ana. (b) City to provide camera controller unit for testing. (c) OPAC intersection license fee waived for first 14 intersections. (d) City to provide intersection controller VME boards. PB FARRADYNE 08-21-03 CITY OF SANTA ANA ADVANCED TRAFFIC MANAGEMENT SYSTEM ITEM A.1 ATMS SYSTEM COST SUMMARY PB FARRADYNE 08-21-03 CITY OF SANTA ANA ADVANCED TRAFFIC MANAGEMENT SYSTEM ALTERNATE BtD ITEMS PB FARRADYNE 05-16-03 NOTES: (a) RT-TRACS currently supports Ledstar CMS with NTCIP protocol. I~ City of Santa Ana AIMS Estimated Project Personnel and Staffing Costs Work Description Hours Hourly Rate Labor Cost Labor+ OH Costs Total Cost Incl Fee Pro)ect Management: 355 $16,881 $42,709 $46,879 Technical Support 140 $38.46 $5,384 $13,623 $14,985 Project Management 215 $53.47 $11,496 $29,086 $31,995 System Engineering: 501 $18,270 $46,223 $50,846 System Design (Engineering) 115 $46.57 $5,355 $13,548 $14,903 Hardware Configuration (Central System) 96 $30.34 $2,912 $7,368 $8,105 Hardware Configuration (VME Boards) 32 $47.88 $1,532 $3,876 $4,264 Database for 14 intersections 42 $ 28.82 $1,210 $3,062 $3,369 Graphics for 14 intersections 56 $25.39 $1,422 $3,597 $3,957 Post Delivery Support 80 $ 34.72 $2,777 $7,026 $7,729 On-Site System Delivery 80 $ 38.27 $3,061 $7,745 $8,520 Adaptive System: 424 $17,981 $45,492 $50,040 System Integration and Testing 80 $47.88 $3,830 $9,691 $10,660 Saturation Data Flow and Field Survey 93 $22.93 $2,132 $5,395 $5,935 OPAC Calibration & Fine Tuning 92 $47.88 $4,405 $11,145 $12,259 OPAC Installation 75 $47.88 $3,591 $9,085 $9,994 Operation 60 $47.88 $2,873 $7,268 $7,995 OPACTraining 24 $47.88 $1,149 $2,907 $3,198 Software: 348 $41.30 $14,372 $36,362 $40,000 Software Engineering Manager Included System Documentation Included Training Included Software Integration & Testing Included Quality Assurance Included Totals 1,628 $67,504 $170,786 187,865 PB FARRADYNE 05-16-03 w A E W O V F V V d N W_ d t N t H A v V m E 0 w A d a, E N A ~ ~ ; ~ ro=~ M ~ d ~ C TQ y y 'O O w '00 = c V U h ~ O i ~ i ~ ~ iOf I i ~ ~ I I i ~ w ~ _- __ '. _._ _. 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I L L 3 m L C a m = R 3 N N ~6 U N O U Fx- LL d ~ d ^ ~ N U ~ fA = tA a c i a ~ m m Y 3 d F~ c Q Q W ~ E ~ m U ~ Q m m ~ ~ U g N 1n `R' r N O ~ lll EO ~ 7 y ~ .~ fn a O 7 U C.> } } E ~ } a o .- = v, M V U ~ x ~ ~ m o o ~ U U m v~ ¢ a a v~ m a -- cn M O ~_ O z } 0 C LL a V'"~- ., ~_-, %1 ,.-i ~Ii ~, s', ~~ ~/ r. '1. ~. -~. a '1 1 N H O U .+ V O d N ''~" Q C ,~ a a`; 10 i ICO ~ d O ~ V W 0 ~ 00 ' 0 a00 N W n l~ N W •- M,a M cV N ~ i N 4 i ~~ 0 O 010 O 0 0 0 N O ~n lO O O `I I a _I c cto 0~O pp 0 O 0 o ' m j R N W N 7 0 <T N ~ u " ri JF 'O~ O N p O tn O n g 1l1 O M O N LLi fV O~_ ' 0 V 0 0 0 N p 0p 0 O 0 0 C 1 fi !fl i O ( 0 9 .- N .- (O J tl! ~~ •- ~ N r (O o ~ d~ za M w in in M ~ ,~ o m " r ~ z z i ~ N N ~ N M M C I ~ Q ~ 2 . ~ N ~ ~ N h O ~ a G h 2 H 0 O U N O ~ « . C ~ ~ N ~ y ~ N N O ~" O O ' O u' °~ c rnl c o ~' o ~ ~ N O N C C o ~ U l ~ v d a ' ~ YI j i O H g U 0 O N ~- I n O D M~ O O ~ ~ ri is w c . ~ n 7 N N ° C E ~ E ` a ` 2 co U~ma p ~ •' C N omo~~U x d 0 O'°-m` p F d' C H U~ c ~ ~ d v m U a LL ~ U` C ° ~a~~'n~ ~ n~ES o a v EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective ,this endorsement form as a part of Policy # Issued to Named Insured Countersigned by Authorized Representative Ix,l .)~ •. I~ . 1~D H \ ~ ` ~ ~~~ -AI srllFplFrrcnF: I' II i i a ~-.or l;lxnn4'~ I:xxgr ~.Pinrcn!ruipplml ;n •" '",mlr~mP;S-:, .;I1~,~°'I;°'"•,,':C-:Ilq;mr~-- , ~ , i. x; II , :~ DATE (MMIDD/YY) ~ NC ~ ~ ~~iM B iV r .. ~ 09/04/2003 i:l ~ ~'IQd.i a~ l "., . muap ~ ,a„u,r..m.:.,.~.;., ,:~,. , ., . PRODUCER Serial # 504230 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Aon Rlsk Servlce3, Inc. of New York HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 199 Water Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. New York, NY 10038 COMPANIES AFFORDING COVERAGE PHONE: 866.268-7475 FAX: 866467.7847 COMPANY TRANSPORTATION INSURANCE COMPANY A INSURED COMPANY B PARSONS BRINCKERHOFF QUADE & DOUGLAS, INC. COMPANY ONE PENN PLAZA C NEW YORK, NY 10119 COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDINGRNY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT W ITH RESPECT TO W HICH THIS CERTIFICATE MAY BE ISSUED OR MAV PERTAIN, THE INSURANCE AFFORDED B Y 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. Co LTR TYPE OF INBURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDD/YY) PoucY EXPIRATION DATE IMM/DDA'V) LIMITS A GE NERALLWBILITY GL 247869532 11/Q1/2QQ2 11/Q1/2QQ3 GENERAL AGGREGATE $ S,000,QQQ X COMMERCIAL GENERALlIAe1LITV PRODUCTS-COMP/OPAGG $ S,000,OOQ CLAIMS MADE OCCUR PERSONALBADV INJURY E 1,000,000 OWNER'S BCOMRACTOR'S PROT EACH OCCURRENCE $ 1,000,000 FIRE DAMAGE (Any one INe) S 3QQ,000 MED EXP (Any arse person) $ 5,000 A AU TOMOBILE LIABILITY BUA247869563 11/01/2002 11/01/2003 COMBINED SINGLE LIMIT $ 2,000,QQQ X ANY Auro $500 DED COMP ALL OWNED AUTOS $1,000 DED COLL BODILY INJURY § SCHEDULED AUTOS fPer PFSOn) HIRED AUTOS BODILY INJURY S NON-OWNED AUTOS (Per accitlenl) PERTY PRO DAMAGE § GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THgN AUTO ONLY: EACH ACCIDEM E AGGREGATE E EXCESS LIABILITY EACH OCCURRENCE S UMBRELLA FORM AGGREGATE $ OTHER THAN UMBRELLA FORM $ A WORKER'S COMPENSATION AND WC247869515 AOS 11/01/2002 11/01/2003 X woav LlNRS °ER EMPLOYERS' UABIUTY WC 247869529 CA ONLY EL EACH ACCIDENT $ 1,000,000 THE PRaPRIETORI PMTNERS:E%ECUTNE INCL EL DISEASE-POLICY LIMIT $ 1,000,000 oPPICERSARE: EXCL EL DISEASE-EA EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECUIL ITEM8 (PB #18526) SANTA ANA ADVANCED TRAFFIC MANAGEMENT SYSTEM -EXCEPT FOR WORKERS COMPENSATION, INSURANCE IS PRIMARY AND NON-CONTRIBUTORY. SEE ATTACHED ADDITIONAL INSURED ENDORSEMENT. SHOULD ANY OF THE ABOVE DESCRIBED POUCIE$ BE CANCELLED BEFORE THE CITY OF SANTA ANA E%PIRIITION DATE THEREOF, THE NISUINO COMPANY WILL ENDEAVOR TO MAIL 20 CIVIC CENTER~IyA~U`/~,ll AS TO ~(~)..~. 30 DAYS WRITTEN NOTK:ETO THE CERTIFICATE HOLDER NAMED TO THE LEFT, SANTA ANA, CALIFORNI 2701 , BUT FAILURE TO MAIL SUCN NOTICE SHALL IMPOSE NO OBUOATK/N OR LIABILITY Of ANY qND UPON THE COMPANY, R8 AOENTS OR REPRESENTATRIES. ~ . ___, _. _. - AUT O REPRESENTATIVE OF AON RISK SERVICES, INC.OF NV Lulr-' Sheerly ~,p}QE,~.O.LQ MCM 10242936 -, PARSON 200025'S.FP3PARSONNEW 02-03 REGOVERED.FP5 0 ]i~ B PB # 78528 Santa Ana Advanutl Trafae A DITION i 1NS ORSI?ivtF.~T Management system ESL~iaL QUA-.:~L3ARI~~S~ ICSt Inauranee Company Transportation Insurance Company This indorsetttont modifies suoh iDSUrance as is afforded by the provisions of Aolicy g GL 247869532 relating tp the fo110wing: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, Califomia 92701; its officers, employees, agents, volunteers end representatives are named es additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses perfoxrned by or on behalf of the named iDSUred, such insurance as is afforded by this policy is pritoary and is not additional to ar contributing with any other insurance carried by or for the benefit of the additional insureds. 3, This insurance applies separately to each insured against whom oisim is made or suit is brought exeapt with respect to the company's limits of liability. 74ta iaclusion of any person or organization sa aD inatuod shell not affect any right which such person or orgeniz~tion would have as a claimant if not so Included. 4. With respect to the additlonal iuaureds, Chia {nsuranco shell not be oaacelled, or materially reduced in coverage or litnita except after thirty (3 D) days written notice has been given to the City of Santa Ana, 20 Civic Center Plazs, Santa Ater, California 92701. (Completion of the following, including countersignature, isrequired to make Chia indorsement effeotive,) Effective September 4, 2003 ,Chip edorsement form e8 a part of POI1Cy # GL 247889532 ISSLLCd tG Parsons Brinekerhoe G;uatle a Douglas, Ina. Named Insured Counteraignad by ~j~ Authorized esentah +,UVED AS f t: .'31tM - -- .-. Sheedy 9 ~~ ~ City ACORD ~EFtTI~ICATE QF LIABILI TY INBUI~ANCE REVISED DATE (MM/DD/YY) l v oos r M ~ n z __. PRODUCER Serlal # 504230 THIS CERTIFICATE IS ISSUED ASA MATTEROF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Aon Risk Services, Inc. of New York HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 55 East 52nd Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. New York, NY too55 COMPANIES AFFORDING COVERAGE PHONE: 866-266-7475 ---- FAX: 866467-7847 coMAANY AMERICAN CASUALTY CO. OF READING PA (NAIC #20427) INSURED cOMPA.vV B PARSONS BRINCKERHOFF QUADE & - - -- DOUGLAS,INC. caMPANV TRANSPORTATION INSURANCE COMPANY (NAIC #20494) ONE PENN PLAZA C --- NEW YORK, NY 10119 ~" - coMPANY CONTINENTAL CASUALTY COMPANY (NAIC #20443) D COVL°RAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HA VE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANV REQUIREMENT, TERM OR CONDITION DF ANV CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDE D 6 Y THE POLICIES DESCRIBED HEREIN IS SU&IECT TO ALL THE TERMS, E%CLUSIONS AND CONDITK)NS OF SUCH POLICIES, LIMITS SHOWN MAV HAV E BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE IMMIDDIVY) POLICY EXPIRATION LIMITS DATE (MMlDD/YY) LTR A GENERAL LIABILITY GL 2057247647 11/D1I2005 11/01/2006 ~ cENERALAGGRECnrE s 5,000,000 __ .__- _. X,coMMERCwL CENEftaulAealTV GENERAL LIABILITY (A/S) PROOUCrs-cDMPIOP ACC 's 5,000,000 .._- --. _. C CLAIMS MADE ~OCCLR GL 2057247616 __..._. PERSONAL &ADV INJURY 'S 1,DDD,DDD _ OWNEft'S&CONTRACWR'S PROT GENERAL LIABILITY-STOPGAP EACH OCCURRENCE _ S. 1,DOO,000 FIRE DAMAGE (Anyone fire) S 300,DOO ' MEDEXP (Any onepersonj $ 5,000 A AUTOMOBILE LIABILITY gUA 2057247633 11!0112005 11/01!2006 coMeINEDSINGLEUMIT s 2 000 000 X' ANY AUTO COMMERCIAL AUTO , , D ALLOWNEDAUTOS BUA2057247650PD oD L i ~ uRY g AUTO PHYSICAL DAMAGE I SCHEDULED AUTOS ~ V ~ ) p ~', HIRED AUTOS $500 DED COMP eoDiLV lNauftv _ $ NON-OWNED AUTOS $1 DDD DED LOLL (Per accident) - '~ PROPERTY DAMAGE j g 'GARAGE LIABILITY Iii ~~~ r / ~ big O~.J i 'i `-°h- AUTOONLY-EA ACCDENT E ©s:r., - i3 I _- ANY AUTO OTHER THAN AUTO GNLV: `... ~ ' EACH ACCIDENT 5 -- -. ~ AGGREGATE S E%CESS LIABILITY '-" ' -`' ~. EACH OCCURRENCE . S '. ,..~ UMBRELLA FORM SL...ll 'Iti ''`1' ' _. AGGREGATE 8 OTHER THAN UMBRELLA FORM $ A WORKER'S COMPENSATION AND WC 2057247583 AOS 11/Otl2D05 11/01/2006 'rvcsTAm orw X ToRV UrniTS ER A EMPLOYERS'LIABILITY WC 2057247597 CA ONLY 11lD1/2DD5 11/D1/2DD6 EL EACHAGCIDEM __ $ 1,DOQ,ODD C THE FROPRiEroR, LX NCL WC 2057247602 RETRO (OR,VA,W) 11/D112DD5 11/01!2006 EL DISEASE~POLICV LIMIT DDD $ _1,DDD, ~ vARTNERSlExECI1TIVE OFFICERS APE'. EXCL EL DISEASE EA EMPLOYEE OOD S 1 000 OTHER DESCRIPTION OF OPERATIONS/LOCATIONSIVEHICLES(SPECIAL ITEMS (PB #18526) AGREEMENT A-2003-173 RE: DOWNTOWN ADAPTIVE SIGNAL SYSTEM PROJECT. SANTA ANA ADVANCED TRAFFIC MANAGEMENT SYSTEM. EXCLUDING WORKERS COMPENSATION, THE CITY OF SANTA ANA, ITS OFFICERS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED. THIS INSURANCE IS PRIMARY PER THE POLICY TERMS AND CONDITIONS. THIS INSURANCE IS PRIMARY AND NON CONTRIBUTORY TO ANY OTHER INSURANCE HELD BY THE ADDITIONAL INSURED. CER-fIFICATE~:HOLDER CANCBLLATC<1r! SHOULD ANV OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE CITY OF SANTA ANA EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ~%~ MAIL 20 CIVIC CENTER PLAZA 3O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, SANTA ANA, CALIFORNIA 92701 AUTHORIZ EPRESENTATIr~ ~L~/t-3iC Q~ ~,L7d~j9 CL 10242936 AGC#RD 28-5(1185} rk1A00R0!COAPORR?'~'f988-: PARSON 200028'S.FP3PARSONNEW 02-03 RECOVERED.FPS POLICY NUMBER: GL 2057297647 A/S COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Pdame of Person or Organization: THE CITY OF SANTA ANA, ITS OFFICERS, AND EMPLOYEES. THIS INSURANCE IS PRIMARY AND NON CONTRIBUTORY TO ANY OTHER INSURANCE HELD BY THE ADDITIONAL INSURED. (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO ?S AN INSURED (Sectior. II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. PB #18526 CG 20 1C 11 85 Copyright, Insurance Services Office, Inc., 1984 Serial #~. 504230 ~ ~./~ _ Page 2 -r . xy}zm. .... ,~..~.. .,,tea 3 ~'.. ,~~ C~ .,..~:~ ~T CERTIFICATE NUM/ER ~ ~~~ ~ ~~ "_ 49E AfE °~ NYC-001855764-05 PRODUCER THIS CERTFCATE IS ISSUED AS A YATTER OF INFORWTON ONLY AND CONFERS MARSH USA NJC. NO RIGHTS UPON THE CERTFICATE HOLDER DTNER THAN THOSE PROVIDED IM THE , FINPRD POLICY. THIS CERTfICATE DOES NOT AMEND, EATEND OR ALTER THE COVERAGE 1166 AVENUE OF THE AMERICAS MPORDED BV THE POUCIEB DESCRIEED XEIFlM1. 38TH FLOOR - COMPANIES AFFORDING COVERAGE NEW YORK, NY 10038 ~ ' ~ .: COMPANY 36157-0UADE-ASE -~ A CONTMIENTAL CASUALTY COMPANY '~, INSURED COMPANY PARSONS BRMICKERNOFF QUADS 8 B - DOUGLAS, INC. ONE PENN PLAZA ~PAI'N NEW YORK, NY 10119 _C cDAwANr 0 THIS Ci TO CERTIFY TNT POLICES OF INSURANCE DESCRYED HEREIN 14AVE DEEN ISSUED TO THE NSURED NAMED MEREW FOR THE POLICY PERIOD INpCATED. NOTWITHSTANOINGANY REQIM2EMEM, TERM OR LOIJDf110N OF ANY CONTRACT OR OTHER DOCUMENT Wffll RESPECT TO WHICH THE CERTFICATE MAV BE 55VED OR MAV PERTAW. THE INSIRMICE AFFORDED BY THE POlIC1E5 DESCRIBED HEREW Ei SUBJECT TO All THE TERMS, CONDITgNS ANO EACLUSIOFA4 OF SUCH Pd,1GE5. AGGREGATE LWff$ SHOWN MAYINVE BEEN REDIICEO 8Y PAID CUN1S. CO TYPE OFNMUMNCE POUCY NUYlER POUCY EFFECTVE DATE IYMIODJYYI POUCY EAryMTNYI DATfi IYWOOP/1T UWTS lTR OENlMI IMpUT' GENERAI.AGOREGATE S CpAMERCNLGENEMLlNB4XV PROpUCR•COMPrOP AGO S CWMS YAOE ^OOCUR PERSpNLA ADV NJURY f OWNER'S SCONTNCTORS PROs EACH OCCURRENCE f FIRE MNAOE orro fin S MEO E%P aw on S AUT CYq&LF UAYIITY COMBNED SWGLE LNAIT S Y AUTO AN ALL ONNEO AtRpS GOOEY NIURY S EW D A IOS ~D~1 SCH LE IJ - HIRED AUi05 ~OAY WLIRV S NONOWNEDAUTOS (Pr a[tl4sN) PROPERTY MMAGE f OARAOl UAlIUTT AUTO ONLY-EA ACCWEM S ANY AtlTO OTHER TNN AUTO ONLY'. ACCIOEM S ___ AGGREGATE f IXClSS UAWUTY EACH OCQIRITENCE S VMBRELU FORM AGGREGATE S f OTTER THAN LMBRELLA FORM C P AN TIXiV LW RS ER EENLOyER$ UABNITY S EL EACH ACOgENT ~~ TIE PROPRETORI WCL EL gSEASE70L3:Y LWR S PARINERSIEAECUINE EL 45EASE~EACH EMPLOYEE S OFF1.^,ERS ARE: E%CL q PROFESSIONAL EXN008232770 11X11105 11X11106 51,000,000 PER CLAIM LIABILITY f1,000,000 PER AGGREGATE DESCNPTON Of OPEMTONSILOCATONSIVINICLE93PECIAL ITEMS SANTA ANA ADVANCED TRAFFIC MANAGEMENT SYSTEM PBN 18562 { sIp1AD Arm OF 1HE PawYa DESCRl9EO HERer eF cwcfuEO eEFwE mE EwIINnaI ure TrEREOF. .rE eMIiRER AroROWn cDYEPADe WLL EMFAVOP ro NRL gyp. wrs wpTrtN NCTrcE ro THE CITY OF SANTA ANA CEgTNI(,ATE HSGER W VIED HEREM, &!t FMWE TO Wl6UCX 1gTCE SHVl MP08E NO CN.IMTdl4R PUBLIC WORKS AGENCY M-43 WNITY OF ANY FJND UPCH ME PHURER AfFORp~ CUERADE. ff5 AGENLS qt PEPREBEMAINFS.OR THE I PO BOX 19BA . SANTA ANA. CA 92702 YSDERa Trw DERTFIDATE. APPROVEll AS TO FO MVEA INC. n ~ ~ ~+~ dfi> eY: CBMa PBNOfi 4.-f7 ' ~ ~} LIU AS OF 7.11709105 `~~- $ ; ~~~d r i~ ~`- ~{' VA _ ~' Laura Stitt 4eedy Assistant Cit Attorney ~[ D A C V~ DATE IMMfDD1YY) , -*° _ 12/16/2005 PRODUCER Seri21 # 506062 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Aon Rlsk Servlees, Inc. of New Yolk ONLY AND CONFERS NO RIGHTS UPON THE: CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR SS East 52nd Street ALTER THE COVERAGE AFFORDED 6Y THE POLICIES BELOW. New York, NY 10055 COMPANIES AFFORDING COVERAGE PHONE: 860-288-7475 - FAX: 866--087.7847 CG AANV AMERICAN GtSUALTY CO. OF READING PA (NAIC #20427) INSURED COMPANY PARSONS BRINCKERHOFF QUADE & B DOUGLAS, INC. GG ~ ONE PENN PLAZA ~ TRANSPORTATION INSURANCE COMPANY (NAIC #20494) NEW YORK, NY 10119 coMPANY CONTINENTAL CASUALTY COMPANY (NAIC #20443) D THIS, IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDI;:ATED. NOTWITHSTANDING ANV REQUIREMENT, TERM OR CONDITI ON OF ANY CONTRACT OR OTHER DOCUMENT VvI7H RESPECT TU WHICH THIB CER~ ~IFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B V THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS ANb CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY , HAVE BEEN REDUCED BY PA717 CLAIMS. CO LTR ""YPE OF INSURANCE POLICY NUMBER POLICY EFFECTNE DATEfMNIODM') PDLICY E%PIRATH)N DATE IMAUDDIYTI LIMIT:i A GE NEFIALLIABILITY GL 2057247647 11/01/2005 11!01!2008 GENERAL AGGREGATE f S,000,QDO X COINIAERCIALGENERALLIABILRY GENERAL LIABILITY(A/S) PROWCTS-COMP/OPAGG f S 000 OOD C , , CWMS MADEOCCUR GL 2057247616 PERBONALBADVINJURY E 1 OOD 000 ONW?R'SSCONTRACTOR'S PROT GENERAL LIABILITY-STOPGAP , , EACH OCCURRENCE f 1,000,000 _... FIRE DAMAGE (My one lira) E 300 000 , MEDEXP (My orle penonl : f 5,000 A Au roGliJeaeuABaln gUA2057247633 11/01!2005 11/0102006 X a+nauio COMMERCIAL AUTO coMBwebsINGLEUMn s 2,000,000 D Aa.~.OWNEOauros BUA2057247650PD : SC hIEDULEO AUTOS AUTO PHYSICAL DAMAGE BODILY INJURY E IWr pereo^) HntEbauTOS $500DEDCOMP BoaLYlwuev 1 NIaN-OWNED AUTOS $1,000 DED COLL (per ecdtlenq ; PROPERTY DAMAGE ; GARA¢~IE LIABILITY ' AVfOONLY-EA ACCIDENT ; AL 1 AUTO OTHER THAN AUfO ONLY: _ EACH ACCIOEM E AGGREGATE i E%CE:i;I L1ABILIIY EACH OCCURRENCE E UII'IIiRELLA FORM AGGREGATE s O"HER THAN UMBRELLA FORM s A woR%EiscoMPExsATwNANO EMPLOrIfis•LIAeLLRY WC 2057247583 AOS 11/0112005 11/01!2006 X To vuwrs 'ER"' A WC 2057247597 CA ONLY 11/01/2005 11/0112006 EL EACH ACCIDENT 1 000 000 C WC20572476o2RETR0 V OR ; , , rgEPRnertT°w X INCL ( , A,Wp 11!0112005 11/01!2006 EL DISEASE F'O lCY IM T 1 000 000 PAFTryeIgEXECUTIVE - L L I E , , OFFlCER:: me, EXCL EL DISEASE-EA EMPLOYEE E 1,OOD,000 OTHEF, DESCRIPTION L:F OPERATION8ILOCATONSIVEHICLESISPECIAL ITEMS " (PB #1787 P1 SARTC METROLINK EXTENSION STUDY EXCEPT F:;R WORKERS COMPESATION, CITY OF SANTA ANA, IT5 OFFICERS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED: 1) FOR LIABILITY'I-~~ WHICH THEY MAY BE SUBJECT TO AS A RESULT OF PB'S NEGLIGENCE & 2)UP TO COVERAGE AMOUNTS HEREON. ~~~ BNOUID ANY OF THE NMVE DESCRIBED POLICIES BE CANCI(LLED BEFORE THE CITY OF SANTA ANA, M ~ ~ EXPIRATION DATE TNENEOF, THE ISSUING COMPANY WILL E14A8HfK>IECY~MAR 20 CIVIC CENTER PLAZA ~ 30 OAVS WRn'lEN NOTCE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, SANTA ANA, CA 92702 ~ %fIX7UQ7X1pBDG4iotlIK1 AUTNORILgEy~pEPRESEN~,T77ATPI=~ p ~? / /~-~ u. ~ 10242936 PARSON 2LMX) 2E'S.FP3PARSONS LIABILITY 05-0B.FPS POLICY NUMBER: GL 2057247647 A/S COMMERCIAL GENERAL LIABILITY 'THIS ENDORSEbfENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ,ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDDLE Vame of Person or Organization: CITY OF SANTA ANA, ITS OFFICERS AND EMPLOYEES (if no entry appears above, information required to complete thi:~ =_ndorsement will be shown in the Declarations as applicable to this andorsement.) 'AHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by ~r for you. '?8 #11972 CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1989 aerial #: 506062 F>age 2 PRDDUCER MARSH USA, INC. FINPRO i 168 AVENUE OF THE AMERICAS 38TH FLOOR NEW YORK, NY 10038 13615' QUADE-01 1 M- IxsuRi it PARSONS BRINCKERHOFF QUADE & DOUGLAS, INC. ONE PENN PLAZA NEW YORK, NY 10119 THIS CERTIFICATE 19 19SUE0 A8 A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON TMG CERTIFICATE MOLDER OTHER THAN TX09E PROVIDED IN TXE POLICY. TN18 CERTIFICATE GOES NOT AMEND, E%TENO OR ALTER TXE COVERAGE AFFORDED BY TXE POLICIES DESCRI8E0 HEREIN. COMPANY A CONTNENTAL CASUALTY COMPANY COMPANY B COMPANY C COMPANY D n~ Ei IS TO CERTIFY THAT POLICIES OF INBURANCE DEECRIBED HEREIN HOVE BEEN ISSUED TO THE WSURED NAMED HEREIN FOR TXE POLICY PERIOD INON:ATED. NUIWRHSTANDING ANY REQUIREMENT, TERM OR CONDRION OF ANY CONTRACT OR OTHER DOCUMENT WTM REiSPECT TO WH~H THE CERTIFICATE MAY BE ISSUED OR MAY PII F'TAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. COIJORIONS AND EXCLVSN)NS OF SVCH POLICIES. AGGREGATE LI"ITS SHOWN MAY NAVE BEEN REWCED BY PAID CLAIMS. CD TYPE OFIMSURANCE POLICY NUMBER POLICY EFRECTIVE POLICY EXPIMTION LTR DATE (MMIDDIYY) DATE i;MW001YY1 LIMITS fI:ENEMI LIABILITY COMMERCIAL GENERAL LIABILITY GENERAL AGGREGATE $ CWM9 MADE PRODUCTS-COMPIOP ACI(i $ OCCVR PERSONAL SADV ANJURY $ OWNER58 CONTRACTOR'S PROT FACN nrnmRENrc $ ANYAUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-0VJNED AUTOS COMBINED SINGLE LIMB $ BODILY INJURY $ (Per persw) BODILY INJURY $ (PU AcclGBfll) PROPERTY DAMAGE $ Gr,INOE LIABILITY AUTO ONLY • EA ACGOENT $ ANY AUTO OTHER THAN AUTO ONLY: EACH IDERIT $ AGGREG4TE $ IMCE93 LIABILITY _ EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ OTHER TFWN UMBRELLA FO0.M $ W~>~iK RS COM NSA ANO 8111'LOYER9'LIA8ILDY TORY LIMITS ER EL EACH ACCN)EN7 $ TF?PROPRIETOR/ P ' F:7NERS/EXECURVE INCL EL OSEASEJ>OIICV LIMIT $ . 0: FILERS ARE: E%CL EL DISEASE-EACH EMPLOYIEE $ In: q Pf?OFESSIONAL LIABILffY EXN008232770 1i/0t/06 11l01Po6 $1,000,000 PER CLAIM $1,000,000 AGGREGATE OESCRII'TION OF OPERATIONSILOCATIONSNEXICLESRPECIAL ITEMS PB #1'~~ 972.1 SARTC INetrolink Fadension Study ~ _ ~ ---- ffiKKILD PN1' OF THE POLKIES DESCRIBED NEREM BE CANCELLED BEFORE THE E%PIgATION DATE TNEgEaF. THE WSUPEN AFFORDND COVERAGE WAl ENDEAVOR TO MAR ..3Q IIAY9 WRRTEN NOTKE TO TIE CITY OF SANTA ANA '.C7 AA~~ , . 20 CNIC CENTER PLAZA CERTIFKAIE HOIDEA NAMED FPREN. BMT FALUtE TO MAL SUCH NOTICE SHALL IMPOSE NO OBLIGATKN OR SANTA ANA, CA 92702 LMBNIiY OF ANY NWD UPON TIE INSURER AFFpiDSJG COVERAGE, ITS AGENTS OR REPRESENTATNES. OR THE RISUER OP 1X13 CERTIFKATE. D00016 M. B88Z ~~~' A CO~~J~D DATE {MMlDDlYV) ~ 12116!2005 PROGUCER "' Serial # 5D6062 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFF,RS NO RIGHTS UPON THE CERTIFICATE Aon Risk Services, Inc. of New York HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR SS East 52nd Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. New York, NY 10055 PHONE: 866 286 7475 COMPANIES AFFORDING COVERAGE - - FAX: 868-467-7847 ~ A NY AMERICAN CASUALTY CO. OF READING PA (NAIC #20427) INSURED COMPANY PARSONS BRINCKERHOFF QUADE & B - coMPANY ONE PENN PLAZA TRANSPORTI\TION INSURANCE COMPANY (NAIL #20494) C NEW YORK, NY 10119 - CAMPANY CONTINENTAL CASUALTY COMPANY (NAIC #20443) D I I I THI:~ 91 5 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED 70 THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDIIaiTED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CEft"IFICATE MAV BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED B Y THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCL. USIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY . HAVE BEEN REDUCED BY PAl17 CLAIMS. 00 LrR "7fPE OF INSURANCE POLICY NUMBER POLICY EFFECTNE DATE (MwboM') PODGY E%PIRATON DArE (MM"[N]A'1T LIMI7i3 A GE NEFIF,LLIABILITY GL 2057247647 11!01/2005 11/01f2006 GENERAL AGGREGATE S S,000,OOD X CO~IIAERGIALGENERALL4181LITY GENERAL LIAB~LITY(A/S) PRODUCTS-COMPK)PAGG f S 000 OOO C . , CWMS MADE OCCUR GL 2057247616 PERSONALS ADV INJVRV § 1 000 OOD ON'JER'SACONTRACTOR'§PROT GENERAL LIABILITY-STOPGAP , , EACH OCCURRENCE S 1,000,000 _._ FIAEDAMAGE (AleronaSro) f 300 OOD , MED EXP (Aay Meperom);f 5,000 A AU TOIIII)BILELLABILrTY 8UA2057247633 11!01/2005 11/01P2006 X '''1') AUTO COMMERCIAL AUTO COMBINED SINGLE UMR i E 2~000~OOQ D ALI-OWNED AUTOS BUA 2057247650 PD ' S(',HEDULED AUTOS AUTO PHYSICAL DAMAGE BODILY INJURY § (Per person) HuteOnuTOS $500 DED COMP BDdLYlwuav NCII1-OWNED AUTOS $1,000 DED COLL (Per ocdaenU S - ~~ ' PROPERTY DAMAGE § GA RA[41?LIABILITY AUTO ONLY-EA AGClDENT S Ah 1'AUTO OTHER THANAVTOONIY: EACH ACCIDENT S AGGREGATE § EXCEIi ;i LIABILITY EACH OCCURRENCE i UIIIBRELLA FORM AGGREGATE S O' HER THAN UMBRELLA FORM S A WORKE.R§COSpENSATON AND EMPl01'IiR4'LIABILITY WC 2057247583 AOS 11/01/2005 11!01!2006 X TarvuM s DER A YVC2057247697CAONLY 11/01/2D05 11(01/2006 EL EACHACCIDEM ; 1 000 WD C WC 2057247602RETRO V OR , , THEPRCbLIETORI X WCL A,WI) ( , 11/D1/2005 11/01/2D06 EIDISEASE-POLICY LIMIT S 1 000 000 PMTNEI"3E%EWTIVE , , DFFlDER'~'~.WE: EXCL EI DISEASE-EA EMPLOYEE § 1,000,000 OTHEI bE3CRlP'r1ON GAF OPERATIONSILOCATONSNEHICLES!SPECIAL ITEMS (PB #1197 ~') SARTC METROLINK EXTENSION STUDY EXCEPT F!;R WORKERS COMPESATION, CITY OF SANTA ANA, ITS OFFICERS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSURED: 1) FOR LIABILITY "r0 WHICH THEY MAY BE SUBJECT 70 AS A RESULT OF PB'S NEGLIGENCE 8 2)UP TO COVERAGE AMOUNTS HEREON. SHOULD ANY OF THE AI30VE DESCRIBED POLICIES BE CANCF.LLW 6EFORE THE CITY OF SANTA ANA, M'3a ! EJIPIRATION DATE TNEREOF, THE ISSUNO COMPANY WILL EMAIL 20 CIVIC CENTER PLAZA ~ 30 DAYS WIIIITEN NOTCE TO THE OERTIFICATE MOLDER NAMED TO THE LEFT, SANTA ANA, CA 92702 ~ X!R'KriM1(XIgOtlO01UUfIC AUTHORI2gEp~~EPRESENTATNE ~L ~ ~ ! /~ 6g - 10242936 ~I PARSVN 21N1025'S.FP3PARSDNH LIABILITY OS-OB.FPS POLICY NUMBER: GL 2057247647 A/S COMMERCIAL GENERAL LIABILITY 'THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY .ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE I?ART SCHEDULE Name of Person or Organization: ~~ITY OF SANTA ANA, ITS OFFICERS AND EMPLOYEES (if no entry appears above, information required to complete thi:; =ndorsement will be shown in the Declarations as applicable to this endorsement.) `AHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. PB #11972 CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1989 Serial #: 506062 Page 2 - (VFR I'C ~ h ,xu..anrsw.u: w.,... PRODI!{;ER MARSH USA, INC. FINPRO 1166 AVENUE OF THE AMERICAS 38TH FLOOR NEW YORK, NY 10036 13615' "~~OUADE-O1 1 M- INBURIIII PARSONS BRINCKERHOFF QUADE & DOUGLAS, INC. ONE PENN PLAZA NEW YORK, NY 10119 NUMBER TXIB CERTIFICATE 18 ISSUED AS A NATTER OF INFORMATION ONLY AND CONFERS NO RIOXTe UPON TXE CERTIPICATE HOLDER OTHER THgN THOSE PROVIDED IN THE POLICY. TN18 CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY TXE POLICIES DESCRIBED HEREIN. COMPANY A CONTINENTAL CASUALTY COMPANY COMPANY 6 COMPANY C coMPANY D n;i f5 i0 CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE SEEN ISSUED TD THE INSURED NAMED HEREIN FOR THE POLICY PERI00 INDN:ATED. M;nWITHSTANDING ANY REOUIRENENT, TERM OR CONDI710N OF ANV CONTRACT OR OTHER DOCVMENT WffH REiSPECT TO WHgM THE CERTIFICATE MAY BE ISSUED OR MAY PP: PTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALl THE TERMS, CONDRK)NS AND EJICLUSIONS DF SUCH POLN;IES. AGOREGATE LI' 11i5 SHOWN MAV HAVE SEEN REDVCED BY PAID CLAIMS. CO TYPE OFINBURANCE POLICY NUMBER POLICY EFPECTIVE POLICY EKFIMTION LIMITB LTR DATE (MNNIDIYY) DATE (MMIODlYYI f I LL"NEML LIABILITY COMMERCVIL GENERAL LIABILITY GENERAL AGGREGATE $ CWMS MADE PERSONAL dADV INJURY $ L'.~~NER'S dCONTRA~SPROT PROWCT$•COMPlOP ACICa $ EAOH OCCURRENCE $ ANY AUTD ALL OWNED AUTD$ SCHEDULED AUTOS HIRED AUTD$ NON-0WNED AVTOS CDMBINED SWGLE LIMB $ BODILY INJURY $ (Pr person) BODILY INJURY $ (Pr AcdaBM1 PROPERTY DAMAGE $ OnJIADE UABIUTY AUTO ONLY•EA ACGDENT $ _ ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT $ - _ AGGREGAIE $ Ii MCESS LIABILITY EACH OCCURRENCE $ UMBRELLA FORM AGGREGATE $ _ OTHER THAN UMBRELLA FORM _ $ W~1.iK R C P N A 0 AN Blli'LOYERS' LIMILITY TORY LIMITS ER EL EACH ACCIDENT $ 45PROPRIETOR/ INCL EL OISEASE~POLICY LIMIT $ Pd F:TNERS/EXECUTIYE O'FICERS ARE: EXCL EL DISEASE{qCH EMPLOY2E $ 18: q PF'OFESSIONAL LIABILITY EXN008232770 11!01!05 11/01/06 $1,000,000 PER CLAIM $1,000,000 AGGREGATE DESCRII' LION OF OPERATIONSILOCATONSNEXICLE8ISPEgALZTEMS PB #1'! 972-1 SAR7C INeholink EXlension SWdy I' 1 SHOUTA ANY OF TIE POLICBS DESCRBED HEREW B! CANCELLED BEFORE 1HE EzPI0.ATDN DATE TiEREOF, ME WSUgEq AFFORDWO COVERAGE WAL ENDEAVOR TO NAIL ~9. 11AY9 WRRTEN NOTICE i0 1HE CffY OF SANTA ANA M~ 3C7 E NO BLXIATpN OR E T R I ! O H I P , . 20 CIVIC CENTER PLAZA W, BU ALU I TO MNL SUCH N TCE S N OS O CEPTFICATE HDLDER NAMlO i!ER ALL SANTA ANA, CA 92702 LNBLITY OF ANI'NINDUPON TIE WBURER AFFOROWGCOVERAOl ITS AOENF. OR REPREBENTATNE9. Olt TIIE ISSUER OF 1HI8 CEATFILATE. Dennis M. Baaz ~'~~ MISTS License 25Ju/y2006 MANAGEMENT INFORMATION SYSTEM FOR TRANSPORTATION® (MIST®) SOFTWARE LICENSING AGREEMENT This Agreement dated this day of , is by and between the City of Santa Ana Public Works Agency (hereinafter "Licensee"), with offices at 4th Floor 20 Civic Center Plaza, Santa Ana, California 92701 and Telvent Farradyne Inc., a Maryland Corporation with an office located at 3206 Tower Oaks Blvd, Rockville, MD 20805, (hereinafter "Licensor"), and provides for the licensing of certain software and its source code that Licensor has developed consisting of a computer controlled traffic management system known as the MANAGEMENT INFORMATION SYSTEM FOR TRANSPORTATION® ("MIST®") (the "Software") which is divided into modules for various applications which, through communication links and modems, can be linked with traffic signal controllers, variable message signs and other traffic control devices. In consideration of the license fee to be paid by Licensee for those certain modules of the MIST° software that are described in Schedule A hereof, as such Schedule A may be amended or supplemented from time to time by supplemental agreement, the parties agree to the terms and conditions below as a licensing agreement for such modules. 1. Definitions. The following are defined terms herein that shall have the following meanings: 1.1 "Commercial-Off-The-Shelf Software" or "COTS" means software that is not developed by the Licensor, but which is acquired commercially. 1.6. "Enhancement" shall mean changes or additions to the Software, other than Maintenance Releases, new versions, or modifications, tailoring and/or customization resulting from Integration Services that improve features or functions, add new features or functions, or improve performance. 1.2 "Licensor-Owned Software" means the MIST® Software described in Schedule A (attached hereto) and any upgrades developed and owned by the Licensor. 1.3 "Developed Software" means software including software interfaces, device drivers and associated documentation developed by Licensor for Licensee in order to provide enhancements to MIST° functionality. 1.4 "Integration Services" shall mean the programming and technical support provided by Licensor to develop modifications to the Software, including services to tailor and customize the Software to Licensee applications or projects. 1.5 "Intellectual Property" means copyrights, patents, trademarks and any other form of intellectual property rights covering any data bases, software, inventions, training manuals, system documentation, user documentation, systems design or other proprietary information in any form or medium. 1.7 "Equipment" for Commercial-Off-the-Shelf Software or Licensor -Owned Software consists of any computer or computer system on which such software may be used pursuant to the relevant license; for Developed Software, Equipment consists of any computer or computer system. 1.8 "Maintenance Release" shall mean an error correction, maintenance or emergency release of the Licensor-Owned Software, including any modifications or revisions to the Licensor- Owned Software that corrects errors in the Software. 1.9 "New Version" shall mean a new release of the Software, other than enhancements, Maintenance Releases or modifications, tailoring and/or customization resulting from Integration Services, or a new option not previously available which adds to the Software significant new features, functions or capabilities or significant improvements in performance. 1.10 "Software Design Specifications" means the design specifications, programs MISTO License 25Ju1y2006 specifications, and any materials, documentation, manuals, reports and/or supporting documentation, in whole or part, provided and/or used by Licensor or developed by Licensor specifically for MIST®. 1.11 "Software Modification" shall mean any products resulting from Integration Services, modification, tailoring, and or customization of the Software performed by or on behalf of Licensor excluding Maintenance Releases, Enhancements or New Versions. 1.12 "Software Documentation" means the manuals, installation instructions and other materials which are provided with the Software whether in printed form or otherwise. 1.13 "System Documentation" means any manuals, reports, instructions and other materials such as design specifications, programming specifications and operating and maintenance instructions acquired or developed by Licensor for MIST°. 1.14 "Support Services" shall mean the maintenance and support services provided by Licensor in respect to the software and Maintenance Releases, enhancements and/or new versions made to the Software. I.15 "User Documentation" means manuals, instructions and other materials acquired or developed by Licensor to aid in the use of MIST°. 2. License 2.1 MIST® Software License. Licensor grants to the Licensee anon-exclusive, royalty-free, perpetual license for use of the Licensor Owned Software modules described in Schedule A on any facility operated exclusively by Licensee. Licensee shall not sublicense, re- sell, supply, transfer or assign the Licensor -Owned Software to any other entity or person. 2.2 Such Licensor -Owned Software license shall include in its meaning the MIST® Software modules described in Schedule A and including: (i) any Software Modification and Maintenance Releases that are developed by the Licensor or its subcontractors during the term of this Agreement; (ii) any New Versions that are developed by the Licensor or its subcontractors during the term of this Agreement and (iii) all materials, documentation and technical information provided to Licensee in written form and for use in connection with the Licensor -Owned Software described in Schedule A. 2 3. Restricted Rights 3.1 Licensee acknowledges that the Licensor-Owned Software constitutes a valuable asset of Licensor and is to be considered proprietary information of Licensor, and that, by virtue of this Agreement, Licensee shall acquire only the rights to the Licensor-Owned Software herein set forth, and shall not acquire any rights of ownership in or title to the Licensor-Owned Software. 3.2 Licensee warrants that its employees, representatives and agents shall not, in the normal course of their employment or retention, violate the limitations, duties and obligations of this license regarding the transfer or assignment of the Licensor-Owned Software. 3.3 Licensee shall notify and inform its employees and any third parties having access to the Licensor-Owned Software of Licensee's limitations, duties and obligations regarding the distribution, transfer or assignment of the Licensor-Owned Software and of such employees' or parties' potential personal liability for violating such limitations, duties and obligations. The Licensor-Owned Software shall be used only by employees of the Licensee and any third parties who are necessary to Licensee's exercise of its rights hereunder. 3.4 Licensee acknowledges that unauthorized disclosure of the Licensor-Owned Software will diminish substantially the value of the Licensor-Owned Software. If Licensee violates the provisions of this Agreement, Licensor shall be entitled to obtain equitable relief to protect its interest herein, including, but not limited to, injunctive relief. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies 3.5 Licensee shall reproduce and include copyright and proprietary notices on all copies of the Licensor-Owned Software in the same form and manner that such copyright and proprietary notices are included on the Licensor - Owned Software supplied by Licensor. 4. Warranty 4.1 Licensor warrants that Licensor is the unencumbered owner of the Licensor-Owned Software and that Licensor has full power and authority to grant the rights granted herein to Licensee with respect to said Software without the consent of any other person; and that neither the performance of services by Licensor nor the license to use by Licensee of the Software, Software Modification and Software documentation (including the copying and modifying thereof, exclusive of modifications not made by Licensor) will in any way constitute an infringement or violation of any copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure, contract or any other rights of any third party. M/STO License 251u1y2006 4.2 Licensor warrants for one (1) year from installation that the Licensor-Owned Software will operate according to specifications published by Licensor as of the date of this license. If it is determined that the Licensor-Owned Software does not operate according to such specifications, Licensor's only responsibility will be to apply best efforts in accordance with acknowledged best industry practices and standards to cure the non- conformance. In the event Licensor does not correct or cure such nonconformity after it has had a reasonable opportunity to do so, Licensee's exclusive remedy shall be the refund of the amount paid as license fee for the nonconforming module of the Licensor Owned Software. Licensor shall not be obligated to correct, cure, or otherwise remedy any nonconformity in the Licensor Owned Software if Licensee has made any changes whatsoever to the Licensor Owned Software, if the Licensor Owned Software has been misused or damaged in any respect, or if Licensee has not reported to Licensor the existence and nature of such nonconformity promptly upon discovery thereof. After the expiration of the warranty period, and if requested by Licensee, Licensor may, if it desires, provide maintenance services integration services and/or extended warranties for the Licensor-Owned Software at Licensor's established prices. 4.3 Copyright and Patent Indemnity. If a third party claims that the Licensee Owned Software infringes its patent, copyright or trade secret or any other similar intellectual property right, Licensor will defend Licensee against that claim at Licensor's expense and pay for all damages that a court finally awards provided that Licensee promptly notifies Licensor in writing of the claim. Licensor shall conduct the defense in any such third party action arising as described herein and the Licensee shall fully cooperate with such defense. This indemnification is limited to the Licensor-Owned Software, including modifications thereto made by Licensor or with Licensor's knowledge and consent and does not cover third party claims arising from modifications not authorized by or performed with the knowledge of Licensor or the use of the Licensor-Owned Software in a combination or manner not specified by the Licensor. 4.5 THE WARRANTIES CONTAINED HEREIN ARE APPLICABLE ONLY IN REGARD TO THE USE OF LICENSOR-OWNED SOFTWARE FOR THE PURPOSES SET FORTH HEREIN AND, ff LICENSOR PROVIDES THE DRIVERS THEREFOR OR, INSTALLS SAID SOFTWARE THEREFOR, AND TO THE EXTENT OF SUCH INSTALLATION, IDENTICAL APPLICATIONS OF THE SOFTWARE ON EQUIPMENT HEREUNDER. LICENSOR MAKES NO WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, IN REGARD TO ANY OTHER USE OR INSTALLATION OF THE LICENSOR-OWNED SOFTWARE OR LICENSEE MODIFICATION OF SUCH SOFTWARE UNLESS SUCH MODIFICATION AND INSTALLATION IS MADE BY LICENSOR. 4.6 EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, LICENSOR DISCLAIMS ALL WARRANTIES ON THE LICENSOR -OWNED SOFTWARE FURNISHED HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR SUITABILITY. THERE SHALL BE NO LIABILITY ON THE PART OF LICENSOR FOR DAMAGES INCLUDING BUT NOT LIMITED TO SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE LICENSOR-OWNED SOFTWARE EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5. Termination 5.1 This License to use the Licensor-Owned Software shall terminate when the Licensee discontinues the use of the Licensor-Owned Software on the Equipment. This Agreement may also be terminated by Licensor if Licensee fails to comply with any term or condition of this License and fails to correct such noncompliance within 30 days after receipt of Licensor's written notification thereof or such longer period as Licensor may allow in writing. 4.4 All warranties and indemnities by the Licensor contained herein shall immediately be null and void as to modifications of the Licensor-Owned Software by anyone other than the Licensor. 3 Jacquez-Nares, Patricia From: Mitre-Ramirez, Norma Sent: Thursday, August 17, 2006 1:03 PM To: Jacquez-Nares, Patricia Cc: Sheedy, Laura; Nguyen, Vinh Subject: FW: Software Licencing Agreement with MIST - Pat -FYI -----Original Message----- From: Sheedy, Laura Sent: Thursday, August 17, 2006 12:36 PM To: Nguyen, Vinh Cc: Storck, Lisa; Mitre-Ramirez, Norma Subject: RE: Software Licencing Agreement with MIST - Hi Vinh The license agreement should be attached to the assignment letter which is part of the PB Farradyne agreement. The installation date is the appropriate agreement date. Thanks Laura From: Nguyen, Vinh Sent: Thursday, August 17, 2006 11:37 AM To: Sheedy, Laura Cc: Storck, Lisa Subject: RE: Software Licencing Agreement with MIST - Hi Laura The fee mentioned in this License Agreement is paid as part of the total original contract of $353,800 in the Agreement # A-2003-173 with PB Farradyne (now has become Telvent Farradyne.) Can we reference or attached Agreement # A- 2003-173 to this License Agreement? The software was installed July 24, 2006 on City's computer. Would this be the appropriate date for the License Agreement? Thanks Vinh Nguyen Ext 5612 From: Sheedy, Laura Sent: Thursday, August 17, 2006 9:55 AM To: Storck, Lisa Cc: Nguyen, Vinh Subject: RE: Software Licencing Agreement with MIST - think an invoice was originally sent up to this office with the agreement. That would include both the inception date and the price. Vinh do you have the invoice, which we can attach to the agreement? Thanks Laura From: Storck, Lisa Sent: Thursday, August 17, 2006 9:48 AM To: Sheedy, Laura Subject: FW: Software Licencing Agreement with MIST - Lisa E. Storck Assistant City Attorney (714) 647-5201 From: Mitre-Ramirez, Norma Sent: Thursday, August 17, 2006 8:51 AM To: Storck, Lisa; Nguyen, Vinh Subject: RE: Software Licencing Agreement with MIST - The agreement makes mention of a fee to be paid by the City of Santa Ana but it doesn't indicate how much. « File: 06_MISTI .pdf» -----Original Message----- From: Mitre-Ramirez, Norma Sent: Thursday, August 17, 2006 8:39 AM To: Storck, Lisa; Nguyen, Vinh Subject: Software Licencing Agreement with MIST - Hello -The above agreement does not have an inception date. Please let me know. Thank you. Norma Mitre-R. ~°EaIBNpm°Br ---~ M A i~ S H CERTIFICATE OF INS o URANCE o PRODUCER - THI$ CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONF MARSH CANADA LIMITED ERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, E%TENO OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW SUITE 2500, 240 - 4TH AVENUES W . CALGARY, AB T2P 4H4 COMPANIES AFFORDING COVERAGE INSURED COMPANY ACE INA MSCIRANCF. COMPANY A TELVENT FARRAUYNE INC. cD BANr LIBERTY MUTUAL INSURANCE COMPANY 3206 TOWER OAKS BLVD. ROCKVILLE, MD 20852 ~~ ~~~~ ~~~ comPAnr C COMPANY D COVERAGES CO. LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE (MMIDDNY DATE MMIDD/YYI LIMITS A GENERAL LIABILITY GENERAL AGGREGATE $ 1000,000 ® COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG 5 1 000 000 ^ ^ CLAIMS MADE ® , , OCCUfl. ® PROOUCTS6LOMPLETEOOPERATIONS CGLSZj7S3 / 6 OW3OIOb OA/IB/O] PEft50NAL S' ADV INJURY $ 1,000,000 $UDDENBACCIDENTAL POLWTIOH L62I G}2OA1 0 EACH OCCURRENCE $ 1,000p00 ® ROgLY INJURY ANO PROPERTY DAMAGE FIRE OAMgGE (Any On611re) f ® BLANKET CONTMLTUaL LIABILrtY MED E%P (My Me person) $ 10,000 A AUTOMOBILE LIABILITY ^ ANY AUTO COMBINED SINGLE LIMIT E 1,000,000 ALL OW NED AUTOS ^ BODILY INJURY g SCHEDULED AUTDS CALH0813843G OC/30/06 04/18/07 (Per Person) ® HIRED AUTOS BODILY OJJURv ® NON-OWNED gUT05 (Per ACCiaenp $ PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY-EA ACCIDEM f ANY AUTO OTHER THAN AUTO ONLY. EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE g ^ UMBRELLA FORM OTHERTY.AN WXDRELLA FORM AGGREGATE $ 5 B WORKERS'COMPENSATION AND wG ST EMPLOYERS' LIABILITY ATUTORv X OTHER uMIT$ WCI-B72- EL EACH ACCIDENT $ 1 000 ODO ^ Nb/3g/D6 DQ/I R/ , , TXF PROPRIETORI PARTNER51 INCL )'/Da-/N_Dlb t 07 EXECUTIVE OFFICERS aRE ^ E%CL EL DISEASE-POLICY LIMIT $ 1.ODU 00U EL DISEASE EACH EMPLOYEE $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES I SPECIAL ITEMS RE: PROOF OFINSURANCE COVERAGE It is hereby understood antl agreed that the Clty of Santa Ana, PWA -Transportation & Traffic Engineering Depadment is added as an Additi l I above-noted general liability coverages, but only as their interest may appear , ona nsured, with respect to the with respect to fhe operations of the Named Insured described above. CERTIFICATE HOLDER CANCELLATION SHMII.n qNY OF iME POLICIES OESCFIBEO HEREIN eE CANCELLED BEFORE THE EXPIRATION GATE i HEREOF. THE INSURERI6) AFFOROINO COVERAGE Wltl EWEAVOR i0 AWL Clty DI $BRta An0 S pgV6 \4RIITEN NDTILE'0 iH[ CERTIFICATE MOLOiR NWAED F.IN, nUi FgILURE i0 M41L SUM NOTICE SHALL PWA-Transportation&Traffic Engineering II.POSE NOOpIIGATION OR LIPBILRV OFA NI UWATHE INSIIRERIS IXigN[i CF1VEHM:F, THEIHgGENT6 pR RFPNE6EmgrIVE6, oR EI6 ER pP n„6 LERTI 20 Civic Center Plaza MARSH CANADA LIMIT Santa Ana, CA )2701 A[t¢ Vinh Nguyen, P.E., Sr. Civil Engineer MMt ta102) VALID A$ OF: 12/i 5106 r w w n r E avi w K J h ~crc i iriVH i t UI- INSURANCE ~„~`°,°,°°IIDe, PRODUCER - -" - __.._ __,__ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND MARSH CANADA I,I MITED CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR ALT SUITE 2500, 240 - 4TH AVENUES W , ER THE COVERAGE AFFORDED BV THE POLICIES BELOW. CALGARY, AB T2P 4H4 COMPANIES AFFORDING COVERAGE INBURED - COMPANY ACE INA INSURANCE COMPANY A TELVF.NT F.4RRADYNE ]NC. coMPANr 3206 TOWER OAKS BLVD, B ROCKVILLE, MD 20852 COMPANY C COMPANY ~~- D COVERAGES -~ -- CO. LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY E%PIRATION GATE MNVOD/YY GATE (MMIOOIYY LIMITS GENERAL LIABILITY GENERAL AGGREGATE $ COMMERCIAL GENERAL IIABILRY PROOUCTG-COMP/OP AGG j ^ CLWMS MADE ^ OCCUR , ^ PERSONAL BAOV INJURY $ EACH OCCURRENCE g FIRE DAMAGE (Any One flrt) j MEO E%P (qny wB person) $ AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT $ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (P8r PC90n) $ HIRED AUTOS BODIIV INJURv NONgWNED AUTO] (Per ACU0en0 $ PROPERTY DAMAGE j GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANV AUTO ^ OTHER THAN gUTp ONLT'. ^ EA CH ACCIDENT j AGGREGATE $ EXCESS LUIBILRY ^ UMBRELLA FORM EACM OCCURRENCE j OTHERTHAN UMBRELLA FORM AGGREGATE $ WORKERS' COMPENSATION AND EMPLOYERG'LIABILITV X WC STANTORY OTHER OMITS EL EACH ACCIDENT $ THE PROPRIETOR/PARTNERS/ ^ NCL E%ECDTIVEOFF6Eg5 NtE: ^EXCL EL DISE45E-POLICY LIMIT g El DISEASE EACH EMPLOYEE g A OTHER PROFESSIONAL LIABILITY/ ERRORSB EACH CLAIM, EACH WRONGFUL ACT S 1 000 000 oMlsswes unaalrY EOP003525 , , 06/30/06 04/IR/07 ANNUAL AGGREGATE j 1,000.000 DESCRIPTION OF OPERATIONS (LOCATIONS (VEHICLES / SPEGIAI ITEMS ftE: PROOF OF INSURANCE COVERAGE CERTIFICATE HOLDER carvcELLATION C t 3 A SHOVLp ANY OF THE GOLICIES DESCRIBFO FIEREIN BE CANfFLLEO B LORE THE E%PIMTION pgiE iNEHEOF, fME INSUREH(5j AFFORDING OJV[M3E YiILL ENpEAVOR i0 MAIL34 DAYS WRIiTEII T ' I Y OI 3Rta na NO ICE i0 iXE CERTIFICATE MOIpER NAMEp IEREIN, RUi FAILURE TO MAIL BUCH NOTICE SNALL IMPo$E NO OBLIGgi1CN O0. LIABILITY OF qNV KINp UPoN THE INSVR P W A -Transportation & Traffic F,ngineering ER(S) AFFORDING COVEMGE. THEIR AGENTS OR REPHESENTAlIVES.O0.illE ISSUER Of iHl9 CERTIFIGTE 2D GIVIC GenteT Plaza MARSH CANADA LIMITED Santa Ana, CA 92701 - Attn: Vinh Nguyen, P.E., Sr. Civil F,'ngineeT MMt lalBZl v uD AS OF: uns/Bs . ~.,~w,..MI~I,~~n~,,.bB-~>r j,,, ra~l.,~. m~oaa /' /~ ~ ~3 TO: Marsh Canada Limited P.2~2 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY PQLICY insurance Company ACE INA INSURANCE COMPANY This endorsement modifies such insurance as is afforded by the provisions of Policy # _GGL523753/OGLG21 ti32041, relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the aperations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefi# of the additional insureds. 3. This Insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant {f not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92~I01. {Completion of the following, including couniersignature, is required to make this endorsement effective.) Effective _7[INE 30, 2000_, this endorsement form as a part of Policy # _CGT,523753/OGLG2t 632041 Issued to ~TELVENT FARRADYNE INC. Named Insured Countersigned by Authoriz Rep esentative A E I A In ranee PER .................................... ~~~ ~~3 , . (, .' . 1:1.... ' 1\@fe..g Yi-UZ- ~ -It - 2,,:03 -173 ..---.CERTIFICA: E OF INSURANCE ~'ficaleNurro'" ; [' ~~~~::::AD^-LlM'::-----I~:EE*'s,*,~7:E,~F~:~~'::'~~= I SUITE 2500. 240 - 4TH A VENUE SW COMPANIES AFFORDiNG COVERAGE CALGARY. AH T2P 4H4 INSUREO COMPANY A COMPANY B COMPANY C COMPANY o fEDERAL INSURANCE COMPANY TEL VENT F ARRADYNE INC 3206 TOWER OAKS BLVD ROCKVILLE. MD 20852 .-..-.....-- CHUBB INSURANCE COMPANY OF CANADA COVERAGES 35870772 '\ POLICY EI'ff:CTlVE POLICY EXPIRATION DATE tM~!?iDL_ _._...~A..!!U..~~ l I I I GENERAL AGGREGATE ---....--...-- co. I LTR , A ~ENERAl LIABILITY COMMERCIAL GENERAL LIABILITY o CLI\lMS MAOl:: t81 OCCUR. !t8J PRODUCTS & COMPLETED OPEA'.iIQNS tg) SUOOEN & ACCIDENTAl POLLUTION l8J 800ILY IKJV"" ....0 f>ROI't'.R'lY O...../lGE ~ BlANKET COHTRACTUAl t lA8lllTY 11', A . AU;~MOBILE c.;;;;~;:;:.., i ANY AUTO , All OWNED AUTOS l SCHEDULED AUTOS i HIRED AUTOS ! 0 NON-OWNED AU"TOS I P f.-----t--- . 'I I GARAGE LIABILITY I 0 ANY AUTO , 0 ! p TYPE OF INSURANCE POLICY NUMBER PRODUCTS - COMPIQP AGG ()4/ 18/07 06101/08 PERSONAl. & AOV INJuRY f------.....--....---.. - , t:AC.; \,)Ct;URflENCE PROPERTY GAMAGE 1 $ 10,000 I I $ , .000,000 1$ IS _________ I j S I j FIRE DAMAGE. {A\')'j ()f'\~ fife; M!;;.O l-:.,XP (Anyone person) 73546717 04!j8/()7 04/ I g/Og COMB\!-leO SI!-lGLE LIMIT -' BODILY INJURY (Per Person) ~--- BOOIL Y INJURY (PelA<:<juel1\; ......_- AUTO ON\. Y - FA ".CCID~NT S I ..-" -..j j OTHER THAN AUTO ONl Y f------ ...-f. I I 4--. i ! \ i fACH ACCI[)!;NT I S -;~GREGATE I S I S EAC.; OCCUR!'ENCE i AGGREGATE I s --+ T 1.'ieST. ATUT~:-I='1 OTHER --I-~' I UM\Tl:).. . EL EACh ACCiDENT i $ "...-i EXCESS LIABILITY o UMBRElLA FORM o OTHER THAN 11MBRELLA fORM -.J I-- I I ..-.+................. ; WORKE:l:!t' COMPENSATiON ANLl , EMPLOYERS' LIABILITY i THE PRQPRJETOR j PARTNERS I ! EXECWTIVE OFFICERS Idl~, o INCL o EXCL EL DISEASE - POl'CY LIMIT $ Hr-OTHER I I PROFESSIONAL LIABILITY I ERRORS & I OMISSIONS LIABILITY 1 . : __......_______--1.__ I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES i SPECIAL ITEMS \ -_._..._---_..j.~~_...- i ! EL Dt$EASE...:.ACW F>:.,.1-PLOY€E: I S Yi7R96W 04!18107 E.A.Ch Q..,p.,iM, EACH WRvNG~ UL ACT ()6iOl108 -----------------.- ~LANNUAL AGGREGATE $ 1.000,000 $ 1.000,000 RE PROOF OF INSURANCE COVERAGE It '5 "<'YOby understood and agreed that the City of Santa Ana, P\NA - Transportation & Traffic Engineering Department, is added as an Additional Insured, with respect 10 the above-noted general liability coverages, but only as their interest may appear with resp(,'Cllo the operations of the Named Insured described above CERTIFICATE HOLDER CANCELLATIO,r- $i:OUlO ANY Of TH~ t:'\}\.,Cll:'S nf,3c?:1~D rlER2':N BE CA,"-'CElLf.G ae:rt"::<RF. THE p.;P:RI!.";i)~ (:...H[ THE~.E~-,"rlf ".JtWHU<(S) N'FORQ,!'J(; CCVE~E W:LL. ENOtAVOP. ,0 W>Jl.J9 CAYS h"{lnL~j NuTIC~:: TO THE CC:RTf+:I(:..ATE !-,OLlER !>./AMiU) !"1f.Rr:N BU'i u.\H..uRE TO "'!AlL we,,", "V'..) ; let ;)tlAll \MK)~ NZ) OBUOf,T!C-N OR uABi" ,T" v~ Ar~Y ~JN(l UPCr<i THE jNSUR€RI~YI ~rfOMOlN'3 C0',,-::AJ\.G~ TH~::;::: .t..GENTS OR ~~E~'>fNT,.l, tfOlU"i, OH HIE ~$;:SU€R (.F rH'S~;'ERnfl:::';A If. MARSH CANAoALl'HlTj /1 _~_.. !V L.-~ ~M~ (31~~_ __ - H;!-~ VAllO AS OF HiS:Apr-Q7 L ! Ctty of Santa Ana PWA ~ Transportation & Traffic Engint"t:rmg 20 Civic Cenler i'l:lLa Sant,] Ana. CA 92701 "'j "'rill. \' mh Nguyen, rE. Sf. eml ~~~I~~:~ -_..j . ,r""',_f '~"'"(." "(, "<1:A.<!;f1'",-,: r ~'iiiW'<!>-1'.....'J-.", ~a,c,,~ $,*,,'<';" ::i.":) 'jv. ,'>x/ --::::::-Xy L:./ -1 '(;----/ / j(. I ~ ,"-, I Liability Insurance Endorsement Policy Period APRIL J8, 2007 TO JUNE 1,2008 Effective Date APRIL 18. 2007 Policy Number 3587-07-71.:iAB Insured Tl::.LVENT fARRADYNE INC AND TEL VENT USA. INC. Name of Company FEDER...\L [NSURA.NCECOMPANY Date Issued SEI'TE:V1BER&,2007 CiENERALLIABlUTY rhis l'ndorsement applies to the following forms: WHO IS AN INSURED OesignatedPerson Or Organization LiabiJity Insurance Form 80-02-237~Ed 4-94) SCHEDULE Designated Person or Organization: CITY OF SANTA ANA Under Who Is An Insured, the following provision is added: Any person or organization designated in the Schedule above and with whom yotl havc agreed in a written contract or agreement to add as an INSURED, but they are INSLJREDSonly with respect to liability arising out of your operations or premises owned by or rented to you. However, our obligation to such persons or organizations as insureds is limited to: the terms and conditions of th is i Ilsurance; or the minimum requir\:d tcmlS and conditions of such written contract or agreement; whichever is less, and ends when: the written contract or agreement expin:s; or this policy expires; ADDITIONAL INSURED/OESIGNA TED PERSON OR ORG. Refelel'1ce. Copy Endorsement /;... ---- /Y/'" -./. ~." <. ; .,----;'" Lk: contmued Page 1 UtlbiJity insurance Form 80-02-23qEd. 4-94) whichever is earlier CONDITIONS Only with rcspectto coverage afforded under this endorsementto the person or organization designated in the Schedule above, under Conditions, the following provision is added: GOVERNMENT IMMUNITY We shall not without obtaining the express advance writtcn permission from General Counsel of the CITY OF STA ANA, raise any defense involving in any way the jurisdiction of the tribunal over the person of the CITY OF ST A ANA, the immunity of the CITY OF ST A ANA, it'sCommissioners,officers, <lgents, or employees, the governmental nature of the CITY OF ST A ANA, or the provisions of any statutcs respecting suits against the CITY OF STA ANA. CONDITIONS Under Conditions of the Common Policy Conditions form, the provision titled Cancellation is amended to include: CANCELLATION This insurance may not be materially modified or cancdled withollt thirty (30) days writtcnnotification (except 10 d"ys notice for nonpayment ofpremium)to: THE CITY OF STA ANA, CALIFORNIA, addressed to the specific ail1)(U1. where the CITY OF ST A ANA plate was issuetl, altn: police motor vehicle inspector. All other terms and conditions remain unchanged. Authorized Representative /2;J~ 'm.. r /.r/{.7--, '~./' /- ADDITIONAL INSURED/DESIGNA TED PERSON OR ORG. t<eferen-:e COpy' Endorsement .m / )II -. . , last page Page 2 . . Liability Insurance Endorsement Policy Period AI)RILI8.2007 TO JUNl: L 2008 Effective Date APRI L I ii, 2007 Policy Number 3587-07'711AH Insured Tl:LVENT FARRADYNE INC AND TEL VENT USA. INC. Name of Company FEDERAL INSURANCECnMPA NY Date Issued AUGUST 10. 2007 GENERALLlABILlTY This Endorsementapplies to the following Jlmns: Conditions Other Insurance" Primary Additional Insured Liability Insurance Form 80-02-26~Ed 4-01) Under Conditions, the following condition is added: If you agree, in a written contract, agreement or permit, to provide primary insurance for any person or organization included in Who Is An Insured, this Other Insurance' Primary Additional Insured condition applies. If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our Obligations arc limited as follows. Primary Insurance This insurance is primary. We will not seek contriblltionsfrom any other insurance available to the persoll or organization with whom you agree to include in Who Is An Insured. except when the Excess Insurance provision applies. Excess Insurance Tbis insurance is excess over any other insurance, wbether primary, excess, contingent or on any uther basis: A. that is Fire, Extended Coverage, Builder'sRisk, Installation Risk or similar insurance for your work; >/,- y~,< Other Insurance - Primary AddIRh1i'lli:t~e Copy Endorsement COrltillued Page -I Conditions Other Insurance- Primary Additional Insured (continued) Liability Insurance Form 80-02-26S:JEd. 4-01) B. that is insurance that applies to property damage to premises rented h) you or temporarily ot~cupied by you with pcrmissionofthe owncr: if the loss arises out of aircraft, autos or watcrcrafi (10 tbe extent nol subject to the Aircraft, Aulos Or W alertTaft exclusion): c. D. that is iIlsurnIlce: I. proVIded to YOll by any person or organization working under contract or ,lgrecrnent for you; or , ll.llder which you are induded as an insured: or E. thai is insurance under any Property section oftllis )lolicy. When thIS II1surance is excess, we will have no duty [0 defend the insured against any suit ifany otber insurer has a duty lo Jcfcnd such insured against such suit. I I' no other insur"r ckknds. we will undertake to do so, but wewill be t~ntitled to the insured'srights against all those other insurers. When this insurance is excess over other insurane", we will pay only our share of the amount of loss, if any, that exceeds the sum of the total: amount that all (,lther insurance would pay for loss in the absence ofthis insurance; and of all deductible and self. insllrecnmollnts under all other insurance. We Will share the remaining loss, i I' any, with any other insumnee that is mlt described in this Excess Insuranceprovlsiol1 and was not negotiated specifically to apply in excess of the 1.imitsOr Insurance shown in the Declarations of this insurance. Method of Sharing If all or the other insurance pemlits contribution by equal shares, we will follow this method alst). Under this method eaeh insurcreontributcs equal amounts until it has paid its applicable limits of insurance or none of the loss remains, whichevt:r comes first. rf any of the ot]1er insllrance docs not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer'sshare is bascd 011 the ratio of its appl icable limits of insurance to the total applicable limits ofinstlrance of all insurers. All other tcrms and conditions remaillunchanged. Authorized Representative w~ , ,/' :.~ '- /" . , . I, I ,,/ (I' I Olherlnsurance' PrimaryA(Jditiona~ence Copy Endorsement fast page Page 2 A - ~OO 3 /72> MARSH CERTlACATE t>A'-JueER 01Q -.oocEll MARSH CANADA LIMITED 70 UNIVERSITY AVENUE, SUITE 800 TORONtO, ON M5J2M4 THIS CE,ATF)CATE IS JSSU[;D AS A MATTER CF !f\FORM,\TION Ol'I..Y AND COf>FER$ NO RJ3HTS \..POf>.l1l-E CfRTlflCATC HOI...!::€:R ()T}.E:A 'tHAN THOSE PRO'Y,CED flY tHIS POUCv TH1$ ca:nlACr\.tE (X)ES. NOT Mlt(HO. EXlENO ~ AlTffi T)-E ~ MFt;;R.Q;t) 8Y 'tHE P<XJCtES ~ reElH.. COMPANES AffOftDWG COVERAGE _D TEL VENt FARRADYNE INC. 3206 TOWER OAKS BLVD. ROCKVILLE, MD 20652 c..OWN'f't A TWIN CITY FIRE INSURANCE COMPANY cow""'" B COIooI''''''' C ~""y o CO~.'. Tl1f$lS TO C(RT1fY ntAT 'tHE Paleo ($- ~ l.iS'TfO ~ HAVE. ~ lSSUEO TO nE H3lIED ~ HEREJii FeR. nE PERIOO fS INSlflANCE 1tOCAT'ED, NOTYt'lTHSTAHrnNG AHY ~AENi, TERM OR CONOmON 1$~"" C:CJH'l'RACT" ()lit one DOCUMENT WITH FiEtifltCl TO'Mi.ICH Tt-E c::SmFlCATE MAY BE I58t..EO ~ MAY ~AIH. TtE IN5'.FINfCE ~ BY T~ POl.ICES U$TfO HEREIN IS SlaIECT TO All.. nE "!"ERWS. ('.ClfOT1ONS NO €,XCU.J81CNS Cf- SlX:H PQlJG."ES uwrm SJofOWi'IN MAY I'4AVE &N REOUCfD BY PAID ClAIMS c;o UIl TYP\!!'_ l'CUCY NUM8lll PQUCY Il'RCTM DATE 'MMIOOI'fV) POL<:Y EJ<l'IIA11ON DAn \..MIOOI'fV) UNftS GENER.JrL UA8UlY G9ERAl~'Te COM"-ERClAL GOI'RAl LlABL'TY PR(XlUC TS < CQoMPlOP ~ C\.A(\L'i M~ O""'LIl. ~ " AQV 1'NJUR'r ~ S" CON't'AACTQR.S PROT EN::HOCC~ FIRE OAMAQ; IA#ly OAII ftre) WEO€n> 1M, OM pon~l j; .$ AUlOMOQU.LUSr8iUi"t (AlMarNE.O'~l.tU!T ANY AuTO ALL ~D AUTQ:8 0Cl0tl y IN..JORV {'P.~. $ $oEt.a.J'...E"O AUTOS PRi~r'r DAMAGe. I $ 'UWONl~_"ACCIt""T~ _$ ~i one THM AUTO CoNt '( - -- --~~ :"'HACC\~"'N' $ _ 1 A~OAn: $; i fA(,J~"""'~-;:;;;- ----~__ $ _ .1 AGa:~n'-OATe: S ; -CHH.cR -i ",N'~U"' -, ,:ooOOoi .----1 1.000.000 ! 1,000,000 $ ----J I1IRfP AUTos. 900C.v<~y tP~~::Mnl) N0N.-0'A~[) Al.;TOS GAAAGf. UABUTl' B "" ,um I ElCO$$ UHilUi'f U~llft i;,~M C '(1..-:RY"4>,N \..='-lBAfL..o\ f,,-~M A ~.- COMM::NSAnoH AHO fMPl:OYfRS' UASalT't 83 WB TC1327 01/31/07 01/31108 ,-t(-. f1K~jsnJ.(} PAR rr....R$.! EXfCV11'{[ OfFICERS AAE 11 :~ .mm EL OfSfAf..€ f'(lt.JCY t .MIT EL Q(;:;(.A.SE:. ~H EMPlOYfE OHa OE$Cfl$'fJON Of' OP[R.6.rJON9lLOCAl1oH3NE.H~cw. rTEMS RE: PROOF OF COVERAGE. CSlTlfICA1;E t\Ot.tlE~ :',;~it; ':;c~t~,:'A'li9N $HO\.W ANY Of ll-E. llOUClf.a cor..R1ElED rERElN BE. CANCELLEO ~_ DE ~rfON DAn:. TJ.6ECF. il"E I~S) ~ COVERAGE. WIlL EN)EA~ TO MAIL }Q. OAYS ~ OOTlce TO tHE: ~TlACAiE HO..OCR NAtED ~. 9VT FAJl\..AE 10 lMlL SJ.X;H NOTICE SKAU IW'OSf NO OBLlGAflON ~ UAB!un Of:. ANY KINO lPON nE !NS~3) !\FFOOOINa COVlRAGE, Tt-EIA AGf:ms ()ft ~SENrA.Tl'1E,s.. 00 HE W~ a: THf.S CXRflftCA1'E CITY OF SANTA ANA PWA - TRANSPORTATION & TRAFFiC ENGINEERING 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 WAR>>! CNU.DA UMJT'EO I/;!. /i ,,-'-m_ ,~~ 4L/t.C;(~ MM1 (3102) DATE: 5121'1007 :/4\ \ "; " ' <' /! .. l / ' . I / . . " Crystal Kingsmith MARSH Marsh Canada Limited Livingston Place 222. 3rd Avenue S.W" Suite 1100 Calgary, Alberta T2P 084 4032907900 Fax 403261 9882 Memo To: Date, From: Subject: Vinh Nguyen September 10, 2007 Crystal Kingsmith City of Santa Ana As per your request, please find enclosed the endorsement adding the City of Santa Ana as an insured to the liability policy including a letter from Chubb outlining the policy change that was made. Please note that there is a typo error in the last paragraph of the letter. It says "City of Los Angeles" instead of "City of Santa Ana", However, the endorsement specifically shows the City of Santa Ana. Trust at! is found to be in order. Sincerely, C f01'cY]V'-~ Crystal Kingsmith MAte ~./,-w>h y. 1\-\ l "-'I'r,d1^'. C<:::moanIE') ~ . .. :ll"h ('anad:l Limited :! :1,,<1 \H~nU{; S\\ < ;\B Rc: Additional Insured: The Cil~ of Santa Ana Named Insured 'fclventFarradyne Policy Type Mod Pkg. Policy Number 35870772 Effective Date 4i18/2007 Underwriting Company Federal Insurance Company To Whom It May Concern: Our broker has recently furnished us with copies of special endorsements that you have requested we add to the General Liability Policy that we have issued to the named insured. For various reasons we do not accept endorsements to our policies that are initiated or drafted by individuals or entities outside of our company. Alternatively, we will.lgree to the following: Insurance Requirements · You, your employees, officers, volunteer,.., representatives and agent... will be added as an additional insured under the above referenced named insured's General Liability policy, as providedfor in the attached Additional Insured Endorsement 80-()2-2373. · Additional Insured protection afforded to you will he issued on a primary ami non contributory basis, m' outlined in endorsement 80-02-2653. A copy of the endorsement is attached for J'our reference. · We will prm,ide you with notice of cancellation in accordance with the term... outlined in the Common Policy Conditions, Cancellation provision of the insured's contract. This affords 60 da.vs notice of cancel/ation, 20 days for non payment of premium. · Upon request, we will provide YOll with a certijied copy of the General Liability polk:v to which you are afforded additional insured protection. · Our General Liability policy contains tl "!I'everahi/i~~' of interest.." (Separ(l/ion of Insureds) provi...ioll, as outlined on page 23 of tire General Liability polh)', Sincerely, .Jodi Petrillo We trust that the above points address the requirements of the General Liability for the specified contract. Please remember that whether or not a claim is covered under any insurance policy can only be determined at the time of loss by applying all the policy provisions to the facts and circumstances of the claim. WI;; trust that the above points address the requirements of the General Liability special Endorsement for the City of Los Angeles. Please remember that whether or not a claim is covered under any insurance policy can only be determined at the time of loss by applying all the policy provisions to the facts and circumstances of the claim. A-'2oo:, -11 '3 " ~ -01 MARSH CERTIFICATE OF INSURANCE C8'1:TFICATENUt.EER 08J09...011~WC .......... TIiI& CERTFICATE IS ISSUED /IS A MATTER OF lNFORMA11ON ONLY AND CONFERS ~ RIGHTS lPON THE CS'I:TlFICATE MARSH CANADA LID. HOLOEFl ornER TlW<l TH:lSE PROVIDED BY Tl-IS POUCY. nus CERTlFICATt: OOES NOT J\NEHO. exn:N:> 00 AlTER THE COVERAGE AI'FOROED 8Y nE POUClES DESCRIBED I-I::RElN 70 UNIVERSITY AVE., 8TH FLOOR TORONTO, ONTARIO COIFANtES AFFORDING CoveRAGE MSJ 2M4 ........ """- LIBERTY MUTUAL INSURANCE COMPANY TEL VENT FARRADYNE INC. . 3206 TOWER OAKS BLVD. """~, ROCKVILLE, MD 20852 B """~, C """- D COVERAGES THIS IS TO CERTIFY 111o\T THE POLICIES OF IMSLflANCE LISTED!-EREIN HlIl.VE BEEN ISS\JEO TO THE INSURED NAIrIIED HEREIN FOtt THE PERlODOF lH$1JR.IfiCE IMllfCATED. M)1'WITHSTANDING NIY REOIJIREMEHT, TERM OR COHDlTlON Of /IN'( CotlfRJt.CTOROTHER OOCUMENTWfTH RESPECT TO WHICH THE CERTIFICATE "'"'V BE ISSUED OR l.II\Y PERTAtl. THE INSURANCE AFFOftI:ED BY THE POliCIES LISTED HEREIN IS SUBJECT TO AlL THE TERMS. CONDITIONS N<<I El{ClJJSlONS OF SUCH POUClES. UMllS SHOWN MAY HAVE BEEN REDUCED BY PAlO CLAlUll. '" -- O'OUCY....... fI'OUCYEFF!CJ1\IEDATE POUCY EXNlATIOII DATE ~n UR .......... .......... GEI'8W. UA8lUTY GENERAl~TE $ '- - ORCIAl GEtoERAl LlA8ll.ITY PRODUCTS. COMPK>P AGG $ - ~- 0 OCCU. PERSONAl 8. NJV INJURY $ - OWNER'S 8. OOffIRACroR'S PROT EACHOC(:IJU{ENCE $ - AlU:OHUoGE(AnJ"""IInI) . MEDEXP{.Iln,o....~, . AUTOtI08ILELlA8lUn COMBINED SINGLE U~ . - - ANYAUm '- ALLOWNEOAllTOS BOOILYINJUR'I" . (Pw~) e- """"'""''"'"'' e- ~FlEDAUTOS IlOOlLYINJUR'I" . '''''- '- """""~'""'" ~ PROPERTY~E . e-.......""'"'"' NJTOONLY-EAIo.CCIDENT . Nf'fAUTO OllER TlWlAUTOONl'f: l- I- EACHACCIlENT . AGGREGATE . =r:=- EACH OCCURRENCE . AGGREGAT'f . OTHER THAN UMBREllA FORM . A WORKERll'COM'EIrIIA'f1ONANDEIIPLOYERS' XI rt~~Al1J.TOR,( I 10'"'" """"~ WC2-B71-17047D-028 02/16108 02/16109 EL EACH ACCIOENT . 1,000,000 THE PROPRIETORIPARTNERSI Pi'''' EL D1SEASE-POUCY LIMIT . 1,000,000 EXECUTlVEOFFlCERSME, """ ElDlSEASEEACHEMf'lO'I'EE . 1,000,000 0_ lIII!lICRIP1IOIOFOPERATJONaILOCAtlONSNEtlCLl!StII'eCIAl.IlDIS RE. PROOF OF WORKERS COMPENSATION COVERAGE. CERTIFICATE HOl.DER CAIlC&U.ATlDN SHOULD ANfOFTHE POlICIES DESCRl8EO HEREIN BE CANCEllED BEFORE THE EXPIRATION DATETHEREOf'. THE CITY OF SANTA ANA lNSURER(Sj AFFORDlHG COVERAGE WIU ENDEAVOlJR TO MAIl. XI MYS WRITTEN NOlICE TO mE CERTIfiCATE PWA- TRANSPORTATION & TRAFFIC ENGINEERING HOI.DE:R NAMED HEREIN. BUT fAILURE 10 MAIL SUCH NOTICE SHALL OoFOSE N:) OBUGATION OR LWlIUTV Of Nf'f K1t.C UPON THE lNSURERIS) AFFORDING COVERAGE. TlEIR AGENTS OR REPRESENTATIVES. OR THE ISSUER OF THS 20 CIVIC CENTER PLA2A CERTIFICATE. SANTA ANA, CA 92701 llWlSHCNWlA...TBl v~ / -, 4L.t,L'a1 MM1CSlO21 DATE: 5I2m1J7 ~ CERTIFICATE NUMBER PRODUCER 08/09-011-WC MARSH CANADA LTD. 70 UNIVERSITY AVE., 8TH FLOOR TORONTO, ONTARIO M5J 2M4 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED BY THIS POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN COMPANIES AFFORDING COVERAGE INSURED TELVENT FARRADYNE INC. 3206 TOWER OAKS BLVD. ROCKVILLE, MD 20852 A - cR003 - /73 A - ,2003 - /7J- 0 / COMPANY A LIBERTY MUTUAL INSURANCE COMPANY COMPANY B COMPANY C COMPANY D THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE PERIOD OF INSURANCE INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES LISTED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DDIYY) POLICY EXPIRATION DATE (MM/DDIYY) LIMITS GENERAL LIABILITY GENERAL AGGREGATE COMMERCIAL GENERAL LIABILITY CLAIMS MADE o OCCUR PRODUCTS - COMPtOP AGG PERSONAL /I. ADV INJURY OWNER"S /I. CONTRACTOR'S PROT EACH OCCURRENCE FIRE DAMAGE (Anyone fire) MED EXP (Anyone person) AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO ALL OWNED AUTOS BODILY INJURY (Per person) SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS BOOIL Y INJURY (Per accident) PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE EXCESS LIABILITY EACH OCCURRENCE UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM WC2-B71-170470-028 021 16/08 OTHER A WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY 02/16/09 EL EACH ACCIDENT 1,000,000 1,000,000 1,000,000 THE PROPRIETOR! PARTNERSf EXECUTIVE OFFICERS ARE: X INCL EL DISEASE - POLICY LIMIT EXCL EL DISEASE EACH EMPLOYEE OTHER DESCRIPTION OF OPERATIONSJLOCATlONSNEHIClESISPECIAL ITEMS RE: PROOF OF WORKERS COMPENSATION COVERAGE. CITY OF SANTA ANA PWA - TRANSPORTATION & TRAFFIC ENGINEERING 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER(S) AFFORDING COVERAGE Will ENDEAVOUR TO MAil ;lQ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER(S) AFFORDING COVERAGE, THEIR AGENTS OR REPRESENTATIVES, OR THE ISSUER OF THIS CERTIFICATE. MARSH CANADA UMITED (p'. /' ~-, /;-~.< xte:?&z.A ,/ ~/ "' MM1 (3/02) DATE: 5/2/2007 '~ /:=~"