HomeMy WebLinkAboutTRANSCORE ITS 3 - 2005
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vvorm MAY NQT PfWCEED
CLERK OF COUNCIL
DATE: AlIPI06
A-2005-093
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CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this 2nd day of May, 2005 by and between
TransCore ITS, Inc., a California 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 Management Center system upgrades, maintenance and operational support
services.
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 standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform those services as set forth in Exhibit A to this Agreement.
2, COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in EXhib.it B. The total sum to be expended under this ~
Agreement shall not exceed $65,OOO.00fIuringJ~~ t7Jm of this Agreement.
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b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subj ect 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.
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3, TERM
This Agreement shall commence on the date first written above and terminate on June 30,
2007, unless terminated earlier in accordance with Section 12, below. The City may elect to
extend the term of this Agreement for an additional one-year period, on the terms and conditions
set forth herein. Said election shall be exercised, in writing, thirty (30) days prior to the
expiration of this Agreement.
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 an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant perfonns the services which are the subject matter ofthis 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, agents, volunteers, and employees as
additional insured(s) and shall include, but not be limited to protection against claims arising
from bodily and personal injury, including death resulting therefrom and damage to property,
resulting from any act or occurrence arising out of Consultant's operations in the performance of
this Agreement. 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 C 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. Professional liability (errors and omissions) insurance, with a combined single limit of
not less than $1,000,000 per claim.
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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.
Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
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.
(ii)
(iii)
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 affect 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: (I) 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
~t or indirect operation7!..ofthe 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 regarding any action by a third party
challenging the validity of this Agreement, or asserting that personal injury, damages, just
compensation, restitution, judicial or equitable relief due to personal or property rights arises by
reason of the terms of, or effects arising from this Agreement.
7. 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 care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
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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 Agency
City of Santa Ana
20 Civic Center Plaza (M-43)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-5604
Attn: T.C. Sutaria
Traffic Engineer
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: TransCore ITS, Inc.
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626 Wilshire Blvd., Suite 818
Los Angeles, California 90017
Telefacsimile (714) 758-0019
Attn: Michael Mauritz
A party may change its address by giving notice in writing to the other party. If sent by
mail, communication shall be effective or deemed to have been given three (3) days after it has
been deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours 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 ofthis 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, that 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 may be 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
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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 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
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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,
regulations and standards, applicable state and labor standards, prevailing wage requirements, the
City zoning and development standards, 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 they may apply), and all applicable disabled and handicapped access
requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. S
12101 et seq., Government Code S 4450 et seq., and the Unruh Civil Rights Act, Civil Code S 51
et seq.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
CITY OF SANTA ANA
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PATRICIA E. HEALY
Clerk ofthe Council
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DAVID N. RE M
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
mSls-rtrfJr Vice President
oU'iLhS CTE$?r-1
By:
Laura Sheedy
Assistant City Attorney
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TRANSEORE
626 Wilshire Blvd.
L os Angeles, CA 90017
213.327.0922 tel 213.327.0892 fax
April 20, 2005
T.c, Sutaria
City of Sauta Ana
Traffic Engineering
20 Civic Center Plaza, M-43
Santa Ana, CA 9270 I
Subject: Scope of Work for Santa Ana On-call Services 2005
Dear Mr, Sutaria:
The following provides TrausCore ITS's preliminary scope of work, aud budgetary cost estimates for work items
to be performed as part of TrausCore's On-Call services contract for the 2005 calendar year, The work conducted
under this contract will be performed on a time aud materials basis in accordance with the attached labor rates.
Prior to performing any of the tasks listed, TransCore will work with the City to develop a more detailed scope of
work and revised cost estimates,
Task I - On-going System Maintenance and Enhancements
TransCore will provide system maintenance and enhancement activities during the course of the year. System
maintenance aud enhancement activities will be performed in response to specific requests from the City to
investigate, troubleshoot, and repair of system malfunctions, and implementing enhancements.
Task 2 - Migrate Existing Traffic Management Systems to New TeS Workstations
The Santa Ana TMC will be installing new workstations as part of the phased MIST implementation. These new
workstations will need to have existing traffic management systems migrated to them in order to maintain full
control of all intersections, As part of this task, TransCore will migrate their systems (e.g" A TMS, Explorer, TIS,
etc.) to the new workstations, and manage/coordinate the migration of systems supported by other vendors (e,g.,
Iteris [PIDB], Cohu [NetCarn], etc.), (This estimate assumes migrating systems to 4 workstations and that there
are no chauges required to the servers,)
Task - HA TIHAR Recommendation & Implementation Plan
TransCore will perform a high-level analysis of the TMC's HAR and HAT requirements and will recommend
potential vendor(s) based on functionality and estimated cost. TransCore will work the recommended vendor(s)
to develop a detailed cost and implementation plan for both the HAR and HAT systems, If the City decides to
proceed with this project, TrausCore will manage the implementation as part of Task I,
Task 4 - Miscellaneous Engineering Services
TransCore will perform miscellaneous engineering service as directed by the City.
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The following table provides a bndgetary estimate of the costs associated with the various work tasks:
Task Estimates
Tasks Estimate
Task 1 - On-going System Maintenance and TransCore Labor & Travel - $40,000
Enhancements
Total $40,000
Task 2 -Migrate Existing Traffic Management TransCore Labor - $5,000
Systems to New TCS Workstations Other Vendor Labor - $5,000
Total $10,000
Task 3 - HAT /HAR Analysis and Implementation
Plan $ 10,000
Task 4 - Misc. Engineering Services
$ 5,000
Total $ 65,000
Please contact me at 801.580.2793 or Jack Schneider at 213-488-2202 if you have any questions.
Sincerely,
TRANSCORE
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Michael R. Mauritz
Vice President
EXHIR1T R
Santa Ana On-call Services July 1, 2005 - June 30, 2007
Time and Materials Rates
Billina Labor Title
Admin/Support Staff
Systems Engineer II
Systems Engineer III
Systems Engineer IV
IT Manager
Billina Rate
$ 65.00
$ 110.00
$ 129.00
$ 166.00
$ 167.00
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EXHIBIT C
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:
I. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 9270 I; 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 ofliability. 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 9270 I.
(Completion of the following, including countersignature, is required to make this endorsement
effective. )
Effective
Policy #
Issued to
, this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
8
A CORD~ CERTIFICATE OF LIABILITY INSURANCE I DATE (MMfDDIYYl
8118105
-. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
FflDOUCER
Acordia ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
1100 Johnson Ferry Rd, Ste 250 HOLOER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Atlanta, GA 30042
404-531-5400 . INSURERS AFFORDING COVERAGE
INSURED TransCore ITS. Inc. INSURER A: Insurance Co.of State of PA
Roper Industries, Inc. A-')CD5-dt3 INSURER B: American Home Assurance Co.
INSURER c: American Zurich Ins. Co.
B 15B Adams {}-ive Allianz Global Risks US Ins.Co
17036 INSURER 0:
Hummelstown PA American Int'l Snecialtv Lines
INSURER E:
COVERAGES
Insr F' Travelers P&C Ins Co
THE POUC1ES OF JNSURANCEliSTED BELOW HAVE BEEN ISSUED TO THE INSURED NAME.D ABOVE FOR THE. POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM 011 CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE. POLICIES DESCRIBED HEREIN IS SUBJECT "TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLiCIES. AGGREGATE LiMJTSSHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
II~...SR TYPE OF INSURANCE I POLICY NUMBER i:i~~;J~5~~V Pgk!fll~JJ~~~~ UMITS
TR
A ~ERALLlAeILfTY EACH OCCURRENCE , 1000000
X COMMERCIAL GENERAL lI~lIry GL3829330 4101105 4/01/06 fiRE DAMAGE IAnv Qo;l(I fire) , 100000
- -.J CLAIMS MADE W OCCUR Incl Vendors MED EXP IAny one perSi)Jl) , 10000
E Professn'l f'lERSONAL & AOV INJUI'lY , 1000000
liab. Prof Liab POlicy 4101105 4101106 GENERAL AGGREGA1C , 5000000
~'~ AGGRErfillMIT APrlPER: 4910955 Claims- PRODUCTS. COMPJt)P AGG , 2000000
POLICY X ~~RT LOC Made Gce & Aaa Professn'l: 15000000
8 ~TDMOBILE L1ABILlIY CA6569977.78,79 4/01/05 4101106 COMBINED SINGLE l..J\.1IT
(Ea accidentl , 2000000
L ANY AUTO
- ALL OWNED AUTOS eODILY INJURY
,
SCHEDULED AUTOS rPerpersonl
-
-'" HIRED AlJTOS Hired Car Phy Dmg BODILY INJURY
,
-'" NON-OWNED AUTOS Limit $100,000 (f"eraccidentl
eX Oed. Compo $2,500 ded hired PROPERTY DAMAGE ,
X Ded. Coil. . $2 500 ded hired (Per8cciOentl
F BAG'LlABlLlTY #QT66005578757 AUTO ONt. Y - EA ACCIDENT ,
ANY AUTO $50,000 Equip! 4101105 4101106 OTHER THAN EAACC .
X EouinFloatr I $235,000 Bucket Trucks AUTO ONt. v: AGG ,
C EXCESS UABllITY EACH OCCURRENCE , 10000000
t~j'OCCUR 0 CLAIMS MADE AUC5224454 4/01105 4/01/06 AGGREGATE $ J.ooooooo
,
~ DEDUCTIBLE ,
RI:TENTIQN $ ,
8 WORKERS COMPENSATION AND WC3825997,8,9 & 4101105 4101106 X I T~~ln~W~ I IOlRH-
EMPLOYERS' LIABILITY & WC3826000,1
E.l. EACH ACCIDENT , 1000000
Incl. USL&H, OCS E.L. DISEASE. EA EMPLOYEE , 1000000
Maritime & AtlEmo E.L. DISEASE - POlley LIMIT , 1000000
D OTHER CLP3005865 4/01/05 4/01/06
Property Cov-Spcl $1 ,OOO,QOO at $200,000,000 Loss limit Per
Causes of Loss unnamed toes Occurrence-Values ner schedule
DESCRIPTION OF OPERATIONSILOCA.TJONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENTISPEC1AL PROVISIONS
Re: Santa Ana On-Call Service Agreement 2005-06, City of Santa Ana its
officers, employees, agents, voluntees and representatives are Add'l ;;!g!VJ; rly! /~
Insureds under General, Auto & Excess Liability policies where require
by written contract. COY is primary & severability applies.
Crime Cov/Employee Dishonesty: Zurich American Policy FJ02874652
Eft. 4/1/05.06, $4,000,000 Iimit/$200,OOO deductible
CERTlFICA TE HOLDER I j ADDITIONAL INSURED; INSURER LETTER: CANCELLATION
City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICies BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAlL ~ VA YS WRITTEN
Attn: TC Sutaria, Traffic Engr NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
20 Civic Center Plaza IMPOSE NO OBLlGA,TION QR LIABILITY OF ANY KIND UPON HfE INSURER, iTS AGENTS OR
Santa Ana, CA 92701 REPRESENT ,ll,;ftVES.
, AUTKtRI7PRESENTATtVE /1 n
ACORD 25-S 171971 65.47 .A L w. I L D , I VI'CORD CORPORATION 1988
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ENDORSEMENT
This endorsement, effective 12:01 A.M. 04/01/2005
forms a part of
poi icy No. GL
382-93-30
issued to ROPER I NOUSTR I ES I NC
byTHE INSURANCE COMPANY OF THE STATE OF PENNSYLVANIA
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -WHERE REQUIRED UNDER CONTRACT OR AGREEMENT
This endorsement modifies insurance providecl under the folJowing:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Section II - Who is en Insured, 1., is amended to add:
f) Any person or organization to whom you become obligated to include as an additional insured
under this policy, as a result of any contract or agreement you enter into which requires you
to furnish insurance to that person or organization of the type provided by this policy,but
only with respect to liability arising out of your operations .or premises owned by or rented to
you. However, the insurance provided will not exceed the lesser of:
1 . The coverage and/or limits of this policy, or
2. The coverage and/or limits required by said contract or agreement.
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6171219/01)
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Authdfized Representative or
Countersignature (in States Where
Applicable)
t"u"",,..,~,.....t,..., ..................,,,
. ACORDm
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DDIVYI
4/25/06
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Acordia
1100 Johnson Ferry Rd. Ste 250
Atlanta, GA 30342
404-531-5400
INSURERS AFFORDING COVERAGE
INSURED
TransCore ITS, LLC
Roper Industrias, Inc.
8158 Adams Drive
Hummelstown PA
I
COVERAGES
17036
INSURER A:
INSURER B:
INSURER c:
INSURER 0:
INSURER E:
American Home Assurance Co.
American Home Assurance Co.
American Int'l South Ins Co.
AlIianz Global Risks US Ins.Co
American Int'l S eciaJt Lines
Insr F: Travelers P&C Ins Co
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE POLICY NUMBER ri9..~~;ri~~~~T~~E Pgi!f~YI~'f.Xm~TJ~~ LIMITS
LTR
A ~NERAL LIABILITY EACH OCCURRENCE , 1000000
X COMMERCIAL GENERAL LIABILITY GL7217231 4/01/06 4/01/07 FIRE DAMAGE (Anyone firel , 100000
I CLAIMS MADE W OCCUR Incl Vendors MEO EXPlAnyonepersonl , 10000
~ Professn'l PERSONAL & AOV INJURY , 1000000
I- Liab. Prof Liab Policy 4/01/06 4/01/07 GENERAL AGGREGATE . 5000000
n'l AGGRE~ LIMIT APn PER: 6265419 Claims- PRODUCTS - COMP/OP AGG . 2000000
POLICY X ~=RT LOC Made Occ & Aaa Professn'l: 15000000
B ~TOMOBlLE LIABILITY CA1171973.74 & 4/01/06 4/01/07 COMBINED SINGLE LIMIT
lEa accident! , 2000000
r1'- ANY AUTO CA 1173616
I- ALL OWNED AUTOS BOOIL Y INJURY
$
SCHEDULED AUTOS (Per person)
r-
r1'- HIRED AUTOS Hired Car Phy Dmg BODILY INJURY
$
r1'- NON-OWNED AUTOS Limit $100,000 lPeraccident)
~ Oed. Compo $2,500 ded hired PROPERTY DAMAGE .
X Oed. Colt. $2 500 ded hired fPeraccidentl
F ~AGE LIABILITY #QT6600B32C767 AUTO ONLY - EA ACCIDENT ,
ANY AUTO $200,000 Leased/ 4/01/06 4101/07 OTHER THAN EAACC ,
X EauioFloatr Rented EauiD. AUTO ONLY: AGG $
C EXCESS LIABILITY EACH OCCURRENCE , 10000000
~-OCCUR D CLAIMS MADE 4485318 4/01/06 4/01107 AGGREGATE , 10000000
.
==i DEDUCTIBLE ,
RETENTION , .
B WORKERS COMPENSATION AND WC3001753,54,55 4/01/06 4/01/07 X I T~~~T ~~i:: I I Ol~-
EMPLOYERS' LIABILITY & WC3001894
E.L. EACH ACCIDENT , 1000000
Il1cl. USL&H, OCS E.L. DISEASE - EA EMPLOYEE . 1000000
Maritime & AtlEmn E.L. DISEASE. POLICY LIMIT $ 1000000
D OTHER CLP3007063 4/01/06 4/01/07
Property Cov-Spcl $1,000,000 at $200,000,000 Loss Limit Per
Causes of Loss unnamed lacs Occurrence-Values ner schedule
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
Re: Santa Ana On-Call Service Agreement 2005-06, City of Santa Ana its ~~1!3
officers, employees, agents, voluntees and representatives are Add'[
Insureds under General. Auto & Excess Liability policies where require
by written contract. Cov is primary & severability applies.
Crime CovJEmployee Dishonesty: Zurich American Policy FlD2874652
Eff. 411/06-07, $4,000,000 limit
CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION
City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF. THE ISSUING INSURER WILL ENDEAVOR TO MAIL --1Q.. DAYS WRITTEN
Attn: TC Sutaria, Traffic Engr NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
20 Civic Center Plaza IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Santa Ana, CA 92701 REPRESENTA:PtVES.
I AUT7RI'iPRESENTATIVE / CJ
ACORD 25-S 17/97) 65.47 .A ~, / ,- A 1......'-' D 1 1 ~@/ACORD CORPORATION 1988
"< ~
'"
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(iesl must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement{sl.
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the pOlicies fisted thereon.
~(~/)
ACORD 25-5 (7/97)
-
.
ENDORSEMENT
This endorsement, effective 12:01 A.M. 0.4/0.1/0.6
forms a part of
poiicy No. GL 7217231
issued to ROPER. I NOUSTR I ES I NC
.:i'
'I'
by' American Home Assurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Section II - Who is an Insured, 1" is amended to add:
f) Any person or organization to whom you become obligated to include as an additional insured
under this policy, as a result of any contract or agreement you enter into which requires you
to furnish insurance to that person or organization of the type provided by this policy, .but
only with respect to liability arising out of your operations .or premises owned by or rented to
you, However, the insurance provided will not exceed the lesser of:
1 . The coverage andlor limits of this policy~ or
2. The coverage and/or limits required by said contract or agreement.
~}!?
~l~
AuthMized Representative or
Countersignature (in States Where
Applicable)
61712 (9/0.1)
-
r
M'-t?
ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE IMMJDDIYY)
8/01/07
PRODUCER 404-531-5400 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Wells Fargo Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Southeast, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
1100 Johnson Ferry Rd, Ste 250
Atlanta, GA 30342 INSURERS AFFORDING COVERAGE
INSURED INSURER A: American Home Assurance Co.
TransCore ITS, LLC A.2005.093.01 American Home Assurance Co.
Roper Industries, Inc. INSURER B:
8158 Adams Drive INSURER C: National Union Fire Ins Co Pit
Hummelstown PA 17036 INSURER D: Allianz Global Risks US Ins.Co .
I INSURER E: American Int'l SDecialtv Lines
COVERAGES
Insr F: Travelers P&C Ins Co
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE POLICY NUMBER r,<1~HJ~5g~~ P8k!.fUfJ)~~~ LIMITS
LTR
A GENERAL LIABILITY EACH OCCURRENCE $ 2000000
-
X COMMERCIAL GENERAL LIABILITY GL7217961 4/01/07 4/01/08 FIRE DAMAGE (Any oile firel $ 100000
I CLAIMS MADE W OCCUR Incl Vendors MED EXP lAny one person) $ 10000
....L Professn'l PERSONAL & ADV INJURY $ 1000000
- Liab. Prof Liab Policy 4/01/07 4/01/08 GENERAL AGGREGATE $ 2000000
GEN'L AGGREGATE LIMIT APPLIES PER: 7132522 Claims- PRODUCTS - COMPJOP AGG $ 3000000
~ f,;l PRO- r;l Made Occ & AnD Professn'l:
POLICY x :JEer x LOC- 15000000
B AUTOMOBILE LIABILITY AL9721643 & 4/01/07 4/01/08 COMBINED SINGLE LIMIT
- (Ea accident) $ 2000000
L ANY AUTO AL9721644
ALL OWNED AUTOS ~~ BODILY INJURY
- $
SCHEDULED AUTOS ~ l.E )~ (Per personl
-
L HIRED AUTOS Hired Car Phy Dmg BODILY INJURY
~~L $
L NON-OWNED AUTOS Limit $100,000 (Per accident}
.~ '1-. X-
L Oed. CamP. $2,500 ded hired 13"9~ J~~~~e'l PROPERTY DAMAGE
Oed. Call. .~ (Per accidentl $
X $2 500 ded hired
F GARAGE LIABILITY #QT6600832C767 "J ~~ 't-'C\'I: l"'~- AUTO ONLY - EA ACCIDENT $
~ ANY AUTO $200,000 Leasedl :rz~~ 4/01/08 OTHER THAN EA ACC $
X EouiDFloatr -Rented EouiD. ~S AUTO ONLY: AGG $
C EXCESS LIABILITY EACH OCCURRENCE $ 10000000
=x:J OCCUR D CLAIMS MADE 9834826 4/01/07 4/01/08 AGGREGATE $ 10000000
$
~ DEDUCTIBLE $
RETENTION $ $
B WORKERS COMPENSATION AND WC1592262,63,64 4/01/07 4/01/08 X I ,."X~vSY ~J,~;" I _ 10J~'
EMPLOYERS' LIABILITY & WC1592265
E.L. EACH ACCIDENT $ 1000000
Incl. USL&H, OCS E.L. DISEASE - EA EMPLOYEE $ 1000000
Maritime & AtlEmD E.L. DISEASE - POLICY LIMIT $ 1000000
D OTHER CLP300B160 4/01/07 4/01/08
Property Cov-Spcl $5,000,000 at $200,000,00He Lim!!;
Causes of Loss unnamed locs Occurrence-Vm.;;:1l.er s ule
DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIDNS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS rr1-.... ~
Re: Santa Ana On-Call Service Agreement 2005-06, City of SBnta Ana its -J ~':~)
en
officers, employees, agents, voluntees and representatives are Add'l rv
Insureds under General, Auto & Excess Liability policies where require 0:>
by written contract. Cov is primary & severability applies,see attache
Crime Cov/Employee Dishonesty: Zurich American Policy FID2874652 ~
Eff. '4/1/07-08, $4,000,000 limit "-""",.
CERTIFICATE HOLDER I I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION :::::~,. -:'t'
City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE C~BEFO~E EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MJr ~ DAYS WRITTEN
Attn: TC Sutaria, Traffic Engr NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO so SHALL
20 Civic Center Plaza IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Santa Ana, CA 92701 REPRESENT AIIVES.
I AUTHtRl~PRESEN~ATIVE / n
ACORD 25-S (7/97) 65- 47 ~l.W. I ~ ' 1 1 JtlACORD CORPORATION 1988
""=
-
,
ENDORSEMENT
This endorsement, effective 1~:01 A.M. 04/01/2007
forms' a part of
policy No. GL
]'21-79-61
issued to ROPER I NDUSTR I ES, I NC.
byAMERICAN HOME ASSURANCE COMPANY.
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST INSUREDS.
This endorsements modifies insurance provided under the fo/lowing:
COMMERCIAL GENERAL LIABILITY
SECTION IV - COMMERCIAL GENERAL "LIABILITY CONDITIONS, 8, Is amended.to add:
However, we will waive any right of recovery we have against any person or organization that
is an insured under this policy.
.AII other terms conditions, and exclusions shall remain the same.
. -<;.O~~
~O .
1l!O .).
~ r ..
"fQ"9?:.O~fll j).,/""' C~.
J.Y . ~~~O~ (\e~
. , f(.. S ~\\O~
\..\S~ 1t C\\~ .
. c,,\'3(f\ . .
. ~~\...
~~~
Aut r1ze epresentatlve or .
Countersignature (in States Where
Applicable!
75190 (4/00)
r
,...
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ENDORSEMENT #
This endorsement, effective 12:01 A.M. 04/01/07
forms a part of
Policy No. GL 721-79-61
issued to ROPER INDUSTRIES, INC
by AMERICAN HOME ASSURANCE COMPANY
BROAD FORM NAMED .INSURED
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM,
BUSINESS AUTO COVERAGE FORM
TRUCKERS COVERAGE FORM
. Policy Declarations, "Named Insured" is revised to include:
Roper Industries, Inc.
Roper Properties Corp.
Roper Holdings, Inc.
Roper International, Inc.
Roper Industrial Products Investment Co.
Roper International Products, Ltd.
Roper Whitney
Roper Industries Southeast Asia Co.
RI Insurance Limited
Roper Georgia, Inc.
Roper Industries Manufacturing (Shanghai) Co. Ltd
Roper-Mex L.P.
Ropintassco Holdings, LP
Ropintassco 1, LLC
Ropintassco 2, LLC
Ropintassco 3, LLC
Ropintassco 4, LLC
Ropintassco 5, LLC
Ropintassco 6, LLC
Ropintassco 7, LLC
Abel Pumps Corp.
Abel Pumps L.P.
AHC, Inc.
Acton Research Corp.
AMOT Controls Corporation
AMOT Sales Corporation
51-0263969
51-329646
58-11 341 47
42-1445752
66-443880
98-364160
~it'.q~~
;"(ORC'f..
\ I\~. S ,,:.:.orne'/
\,.:\ I"' C\t'/ I"'~~ .
f>SS\st'3nt
. . r01\~
,,"S 'to .
25-1318830
74-2951809
N/A
58-2372448
68-0227610
68-0366435
Redlake MASD, LLC
Roper Acquisition Subsi.diary, Inc.
Roper Industries, Inc.
Roper Pump Company
Roper Scientific MAsD, Inc.
Roper Scientific, Inc.
Struers, Inc. (& Logitech Ltd.)
USON, LP
Zetec, Inc.
Zetec Services, Inc.
Neptune Technology Group, Inc.
Roper Canada Partners Inc.
DAP Technologies Corp.
LeGroupe DAP.Technologies Ltee
DB Microware, Inc.
RID Tech, Inc.
TransCore Holdings Inc.
TransCore Partners, Inc.
TLP Holdings, LLC (DE)
TransCore LP.
TransCore Credit Corporation
TC (Bermuda) Finance Ltd.
TC (Bermuda) License, Ltd.
Amtech Systems LLC
. TransCore Commercial Services LLC
Viastar Services, LP
Viastar Properties, Inc.
Amtech World Corporation
The AutoPass Company, Ltd.
Autotoll Limited
TransCore Australia Pty. Limited
~sco~8:LLC-'-~
TransCore ITS Michigan, P.C.
JHK Engineering P.C.. .
TransCore CNUS, Inc. (DE)
TransCore Nova Scotia Corp.
TransCore Link Logistics Corp.
Syntonic Technology, Inc.
JHK and Associates, Inc.
TransCore, Inc.
Airtis, LLC
DIM Computer Service
DAT Services, Inc.
-
33-0879494
33-0879494
51-0263969
58-2198810
33-0879494
22-3511179
31-1553493
76-0483048
91-0885759
13-4192672
Canadian
59-3010014
French
uses Neptune's
Canadian
25-1844371
25-1730334
75-2199361
52-2288847
94-3198006
otO~
}\.~ ~
POLICY NUMBER: GL 721-79-61
COMMERCIAL GENERAL LIABILITY
CG 20 26 07 04
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s)
WHERE REQUIRED BY WRITTEN CONTRACT.
10~.
. . 10.. ..
S> 1--'
O~ . :t-.
e.~O,?-Ci ~~ei
t ~ ~'\.\O
\.\e.,~ I\.'C\~
. ...\?J.~
p.:;~\'" .
Information required to ,complete this Schedule, if not shown above; will be shown in the Declarations.
Section II - Who Is An In~ured is amended to in-
clude as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury",
"property damage" or "personal and advertising
injury" caused, in whole or in part, by your acts or
omissions or the acts or omissions of thoseaGting
on your behalf:
A. In the performance of your ongoing operations;
or
B. In connection with your premises owned by or
rented to you.
CG 20 26 07 04
@ ISO Properties, Inc.,2004
Page 1
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