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19-007 Trafficware Group, Inc., Traffic Signal Management Software and ServicesCITY OF a PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of \.} ().A.N.J..~ \ V 1 2<t( 9 ("Effective Date") by and between the City of Cupertino , a mumcipal corporation ("City"), and Trafficware Group, Inc. ("Contractor"), a Texas Corporation, for_ATMS.now Traffic Signal Management Software and Services. 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2019 ("Contract Time"), unless terminated earlier as provided herein. Contractor 's Services shall begin on the Effective Date and shall be completed by December 31, 2019. 3.2 Schedule of Performance. Contractor must deliver the Services 111 accordance with Exhibit A. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $171,175 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit A . The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thi1iy (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Sele ct one Page l of 8 Pr ofessiona l/Cons 11/tin g Contrac ts /Versio n: May 22, 20 18 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to he alth benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional maimer and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and /or ce1iified to perform the Services as required by law and have procured a City Business License . 5.4 Subcontractors. Only Contractor 's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third paiiies may be damaging to City . Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study , report, map , pl an, drawing , specification, data, record, document or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in co1mection with this Agreement will be the exclusive prope1iy of the City and shall not be shown to any third-paiiy without prior written approval of City. 71. Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the prope1iy of City. Alternatively, Contractor assigns to City all Work Product copyrights . Contractor may use copies of the Work Product for promotion only with City 's written approval. Se lec t one Page 2 of 8 Professional/Co n sult ing Con tracts /Ve rsion: May 22 , 20 /8 73 Patents and Licenses. Contractor must pay royalties or license fe es required for authorized use of any third patty intellectual property , including but not limited to patented , trademarked , or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement , to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others ; (c) Subsequent additions to the original Services ; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides , except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles . The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City 's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement , or any interest therein, directly or indirectly, without prior written consent of City; provided , however, that Contractor shall be permitted to assign any payments due and owing to it from the City and a change in control of the Contractor or any of its affiliates shall not constitute a transfer or assigmnent of this Agreement. Any attempt to do so will be null and void. Control means fifty percent (50%) or more of the voting power of the business entity . 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupe11ino " will be displayed in all pieces of publicity , including flyers , press releases, posters, brochures, public service aimouncements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City prope1ty , ex cept signage required by law or this Contract, without prior written approval from the City . 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel , Contractor shall indemnify, defend and hold Selec t one Page 3 of 8 Profess ional/Consu ltin g Co nlracls /Ve rs ion : May 22, 20 /8 harmless City , its City Council, boards and commissions, officers , officials , employees, agents, servants , volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages , claims, actions, causes of action, demands, charges , losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, to the extent arising directly from Contractor's performance of this Agreement resulting in any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services ; (c) Personal injury , property damage , or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (cl) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret , trademark, or service mark or other proprietary or intellectual property rights of any third paiiy. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim as described above, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will reasonably assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothingin the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory ce1iificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage . Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services , as required by the Inm1igration Reform and Control Act. Select one P ag e 4 of 8 Pr ofess ional/Co n sult ing Co ,i tra cls /Ve rs ion: May 22, 201 8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply w ith prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race , religious creed , color, ancestry , national origin , etlmicity, handicap , disability , marital status , pregnancy , age , se x, gender , sexual orientation , gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135 , and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimin ation directed toward a job applicant , an emplo yee , a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Govenm1ent Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes ce1iain govenunental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City 's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments , requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement , including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COO RD INA TION City Project Manager. The City assigns David Stillman, Transp01iation Manager, as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time , and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor Liam Fly1m as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City 's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative . 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandom11ent , and will be Se lect one Page 5 of 8 Pr ofessiona l/Co n s11/t ing Con tracts /Ve rs ion : May 22, 20 18 given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered tluough the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW. VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Comi for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Govermnent Code prior to filing a civil action in comi. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Paiiies elect arbitration, the arbitrator's award must be supp01ied by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in c01mection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs . 19. THIRD PARTY BENEFICIARIES There are no intended third paiiy beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. Any waiver by either party must be in writing signed by an authorized representative of that pa1iy . 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written , between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Pa1iy 's authorized representative . No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. Page 6 o f 8 Profess ional/Co nsu lt ing Con tracts /Ve rs ion : May 22 , 20 18 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken inse1iions or omissions of required provisions. The Paiiies will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only , are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the comi to be void, invalid, illegal or unenforceable , such term or provision shall remain in force and effect to the extent allowed by such ruling . All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service , on the fifth calendar day after deposit in the United States Mail , postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupe1iino 10300 Torre Ave nu e Cupertino, CA 95014 Attention: David Stillman Email: davids @ cupe1iino.org To Contractor: Trafficware Group, Inc. 522 Gillingham Sugar Land , TX 77478 Attention: Kathy Davis ________ _ Email: KathyDavis@Trafficware.com 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupe1iino Municipal Code Chapters 3 .22 and 3 .23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and ( c) is approved for form by the City Attorney's Office. Se lec t one Page 7 of 8 Profess iona l/Consu ltin g Co ntracts /Ve rs ion: May 22, 20 18 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right , power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts , each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed . CONTRACTOR Trafficware Group, Inc. Title VP-Finance and Strategy Date \ -I D -( 7 Tax ID. No .: 74-2019144 Cupertino Acting City Attorney ~~,';if GRACE SCHMIDT ) r q City Clerk ;)_-I S e lect one CITY OF CUPERTINO A Municipal Corporation .4yTimmllo~ /-Name ~ 4-2-- / Title Director of Public.Works Date //JJh -~7'--r-----'---+;---- Page 8 of 8 Professiona l/Co n sulting Co ntracts /Ve rs ion : May 22, 20 /8 EXH113li A Traffic1111are Engineere d by fi!lJ Naztec Client: Trafficware Group, Inc. City of Cup ertino 522 Gil lingham Lane Sugar Land , TX 77 478 (281) 240-7233 Phone Attn : (2 81 ) 240-7238 Fa x customercare@trafficware.com www.trafficware .com Reference: Your Traffic:ware Businus Dev.aopmenl Manager Quote #: QU0-02432 -V5Z 4G1 Contact: Liam Flynn RE : ATM S.Now Base Offering Ce ll Phon e: 321-616-01 41 Date: Dece mber 06 , 2018 Ema il: Liam Flynn@trafficware .com QUOTATION FOR GOODS AND SERVICES Thank you for your q uotation request. We are pleased to offer this quotat ion for goods and services as outlined under the terms and conditions noted below PART NUMBER QTY DESCRIPTION $/EACH $/TOTAL 50157-8000 1 ATMS.now System Price (Lump Sum), includes the following : $117,625.00 $117,625.00 50157-8080 60 ATMS Intersection Adder 86804-1000 1 ATMS Remote Integration 96820-0000 10 ATMS Intersection Graphics dev elopment & training 96010-1000 4 ATMS Training (per day) 97070-5000 2 Street Sync Laptop License (per device) $3 ,000 .00 $6,000 .00 50157-8051 1 Annual Software Maintenance Agreement $17,550 .00 $17,550 .00 96902-1000 120 Field Support: 60 Intersections (per hour) $250.00 $30,000.00 Line Item $171,175.00 Addt'I $0.00 Net Amount $171,175.00 TERMS AND NOTES: Terms: • QUOTE VALID FOR 90 DAYS. Notes : • THE SCHEDULE OF THIS PROJECT W ILL T AKE NO MORE THAN 1 YEAR FROM RECEIPT OF P.O . TO PROJECT COMPLETI ON. • PRICES ARE IN US FUNDS . • NET 30 DAY S. • FREIGHT -FOB ORIG IN/FREIGHT PREPAID AND ADD • T AXES ARE NOT INCLUDED. AL L ITEMS SUBJECT TO APPLICAB LE TAXE S. IF TAX EXEMPTION APPLIES PLEASE FURNISH NUMBER OR RESALE CERTIFICATE WITH PURCHASE ORDER. • DELIVERY 60-90 DAYS AFTER RECEIPT OF ORDER , FOR STANDARD ITEMS. FOR NON STANDARD ITEM S PLEASE ADD AN ADDITIONAL 60 DAY S. ALL ORDERS ARE SUBJECT TO CR EDIT A PPROVAL. CR EDI T APPROVA L DELAYS MAY ADVERSELY AFFECT STANDARD DELIVERY TIMES . CANCELLED ORDERS ON STANDARD ITEMS ARE SUBJECT TO A 25 % RESTOCKING FEE. RESTOCKING FEE FOR CANCELLED ORDERS ON SPECIALTY ITEMS MAY BE HIGHER. • ITEM NUMBERS FOR PSI PRODUCTS (A TRAFFICWARE COMPANY) BEGIN WITH "P" T O HELP OUR PSI CUST OMERS DISTINGUISH PSI PARTS . THESE PARTS CAN BE ORDERED W ITH OR WITHOUT USING THE "P" PREFIX. • PLEASE SEND A LL PO'S TO CUSTOMERCARE@TRAFFICWARE.COM We appreciate the opportunity to provide this quotation! COMPLIANCE: -Customer represents and warrants that , in connection with the marketi ng, sal es, and distribution of Trafficware Products , customer has complied and w ill comply wit h all applicable laws , including but not limited to : (1) anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act) that prohibit directly or indirectly gi ving , offering , promising , requesting or accepting anyth ing of value for the corrupt purpose of gaining a commercial benefit or advantage; and (2) U.S. export control and sanctions laws that regulate the disposition of U.S. -origin goods , software , and technology. I EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Serv ices and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City . INSURANCE POLICIES AND MINIMUMS REQUIRED l. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies , either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City 's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City 's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned , hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liabi lity Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate . If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements for Design Professionals & Consultants Co ntracts Form Updated Feb. 2018 1 Additional Insured Status The City of Cupertino, its City Council , officers, officials, employees, agents , servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy . General Liability coverage can be provided in the form of an endorsement to Consultant 's insurance (at least as broad as ISO Form CG 20 10 (11 / 85) or both CG 20 10 and CG 20 37 forms , if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers , officials, employees , or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees , agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City . At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/A dditional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense ex penses . The policy shall provide , or be endorsed to provide , that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk , prior experience , insurer or other special circumstances , with not less than ninety (90) days prior written notice. Ex h. D-Insurance R equireme nts for Design Professio nals & Co nsultants Con tracts Form Updated Feb . 2 018 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 01/14/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MCGRIFF , SEIBELS & WILLIAMS OF TE XAS, INC . fl)gNJ0 Ext\: 713-877-8975 I rffc Nol : 713-877-8974 818 Town & Country Bl vd, Suite 500 Hou ston , TX 77024-4549 it~~ E-MAIL ADDRESS : INSURER(S) AFFORDING COVERAGE NAIC# INSURER A :Co ntinental Casualty Company 20443 INSURED INSURER B :Transportation Insurance Company 20494 Advan ce d Traffic So lutions, Inc . (ATS) \,Vfrafficware, LLC , Trafficware Group, Inc . INSURER c :A merican Casualty Company of Reading , Pennsylvania 20427 Trafficware Data Services, LLC INSURER D :Continental Insurance Company 522 Gillingham Drive Sugar Land, TX 77478 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER:LP9DEJFW REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN IS SUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDI CATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR COND ITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH TH IS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXC LUSIONS AND COND ITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. JNSR ADDL SUBR ,~8hl%~1 ,~grJ%YMY1 LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER LIMITS A X COMMERCIAL GENERAL LIABILITY 6075838847 V 10/0 1/2018 10/01 /2 019 " EACH OCCURRENCE $ 1,000 ,000 v ,__ =:J CLAIMS-MADE 0 OCCUR UAMAG E TO t<t:IS I t:U PREM ISES !Ea occu rren ce\ $ 1,000 ,000 ,__ ,__ MED EXP (Any one person) $ X PERSONAL & ADV INJURY $ 1,000,000 ,__ / GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 ~ DPRO-D LOC PRODUCTS -COMP/OP AGG 3 ,000,000 f;; POLICY JECT $ OTHER: $ A AUTOMOBILE LIABILITY 6075780061 10/01/2018 10/01/2019 " COMB INED SINGLE LIMIT 1,000 ,000 ,__ !Ea accident\ $ X ANY AUTO BODILY INJURY (Per person) $ ,__ OWNED -SCHEDULED BOD ILY INJURY (Per accident) $ ,__ AUTOS ONLY ,__ AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY !Per accident\ ,__ ,__ $ / ,_ D X UMBRELLA LIAB N OCCUR 5094621644 10/01/2018 10/01/2019 " EACH OCCURRENCE $ / 10.000.000 I) ,__ I EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10 ,000,000 DED I I RETENTION $ $ \ / B WORKERS COMPENSATION ll/,V-beOZ2902.2ll~R & MA 10/01/2 018 10/01/2 019 " X I J'Ti~uTE I IOTH-...____..., C AND EMPLOYERS' LIABILITY ER Y/N ( WC6072902258-CA ANY PROPRIETOR/PARTN ER/E XECU TI VE 0 W-e60 729 0'21 7 -S E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000 ,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 $ $ $ $ $ DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ',,.City of Cupertino, its City Council , Boards and Commissions, Officers, Officials , Employees , Agents , Servants, Volunteers and Consultants are as Additional Insured as respects to General Liability.Coverage is primary and non-contributory as respects to General Liability. All where required by written contract subject to policy terms, conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . City of Cupertino, CA AUTHORIZED REPRESENTATIVE (171 10300 Torre Ave. Cupertino, CA 95014 Page 1 of 1 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD C'NA Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. The WHO IS AN INSURED section is amended to add as an Insured any person or organization whom the Named Insured is required by written contract to add as an additional insured on this coverage part, including any such person or organization, if any , specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization 's liability for : A. unless paragraph B. below applies , 1. bodily injury, property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named lnsured's ongoing operations as specified in such written contract ; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products-completed operations hazard , and only if a. the written contract requires the Named Insured to provide the additional insured such coverage ; and b. this coverage part provides such coverage . B. bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract , but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-01 edition of CG2037. II. Subject always to the terms and conditions of this policy , including the limits of insurance , the Insurer will not provide such additional insured with : A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. Ill. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render , any professional architectural , engineering , or surveying services , including : 1. the preparing , approving , or failing to prepare or approve maps , shop drawings , opinions, reports, surveys, field orders , change orders or drawings and specifications ; and 2. supervisory, inspection , architectural or engineering activities ; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance, this insurance is excess of all other insurance available to the additional insured whether on a primary, excess , contingent or any o l:ler-basi However, if this insurance CNA75079XX (1-15) Page 1 of 2 Continental Casualty Company Insured Name: Cubic Corporation Copyright CNA All Rights Reserved . In cludes co pyrighted material of Insurance Services Office , In c., with its permission . C'NA Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement is required by written contract to be primary and non-contributory, this insurance will be primary and non- contributory relative solely to insurance on which the additional insured is a named insured . V. Solely with respect to the insurance granted by this endorsement , the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows : The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable : 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense , or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part . However, if the written contract requires this insurance to be primary and non-contributory, this paragraph (4) does not apply to insurance on which the additional insured is a named insured . The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured . VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy ; and B. was executed prior to : 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged . This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below , and expires concurrently with said Po licy . CNA75079XX (1-15) Page 2 of 2 Continental Casualty Company Insured Name: Cubic Corporation ~ Policy ~ Endors menLNo : Effective Date : 10/1/2018 Copyright CNA All Rights Reserved. Inclu des copyrighted material of Ins urance Services Office , In c ., with its permission . ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 01/15/20 19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MCGRIFF , SEIBELS & WILLIAMS OF TE XAS, INC . ;lJ8NJ0 Extl : 469-232-2100 I FAX 5080 Spectrum Dr., Suite 900 E fAJC Nol: Addison, TX 7500 1 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A :AIG Soecialtv Insurance Comoanv 26883 INSURED INSURER B: Advanced Traffic Solutions, In c . {ATS) Trafficware , LL C INSURER C: Trafficware Group, Inc. INSURER D: Trafficware Data Services, LLC 522 Gillingham Dri ve INSURER E : Sugar Land , TX 77 4 78 INSURER F: COVERAGES CERTIFICATE NUMBER:E2Q2RD3U REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTA IN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXC LUSIONS AND CO NDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER fMM /DD/YYYYl IMM/DD/YYYYl LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -D CLAIMS-MADE D OCCUR DA"'""" IU Rt:N cu PREMISES (Ea occurrence) $ -MED EXP (Any one person) $ PERSONAL & ADV INJURY $ -GEN'L AGGREGATE LIMIT APPLIE S PER: GENERAL AGGREGATE $ Fl DPRO-DLOC PRODUCTS -COMP/OP AGG $ POLICY JECT OTH ER: $ AUTOMOBILE LIABILITY COMBINED S IN GLE LIMIT /Ea accident\ $ -ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ -HIRED -NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ON LY (Per accident) $ --$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I R ETENTION $ $ WORKERS COMPENSATION I PER I JOTH- AND EMPLOYERS ' LIABILITY STATUTE ER YIN ANY PROPRIETOR/PARTN ER/EXECUTIVE D N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE -EA EM PLOYE E $ If yes , describe under [,,E'.'L. DISEASE -POLICY LIMIT $ DESCRIPTION OF O PE RAT IONS below A PROFESSIONAL LIABILITY/CYBER 04-589-00-44 12/31/20 18 12/31/2019V Professional Liability $ 1,000,000 Security & Pri vacy Liability $ $ 1,000,000 $ $ DESCRIPTION OF .OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, m ay be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino, CA AUTHORIZED REPRESENTATIVE ci,'l 10300 Torre Ave. Cupertino, CA 95014 Page 1 of 1 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 01/18/20 19 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MCGRIFF, SEIBELS & WILLIAMS OF TEXAS , INC . PHONE 713-877-8975 I rffc Nol: 713-877-8974 818 Town & Country Blvd, Suite 500 IA/C No Extl: Houston, TX 77024-4549 E-MAIL ADDRESS : INSURER(S) AFFORDING COVERAGE NAIC# INSURER A :Continental Casualtv Comoanv 20443 INSURED INSURER B :Transoortation Insurance Co moan v 20494 Advanced Traffi c Solutions, Inc. (ATS) Traffi cwa re , LLC, Trafficware Group, In c. INSURER c :American Casualtv Comoanv of Readina, Pennsylvania 20427 Trafficware Data Services, LLC INSURER D :Continental Insuran ce Comoanv 522 Gillingham Drive Sugar Land, TX 77478 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:C2ZQEB7U REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXC LUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF ,~m-ti~) LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 6075838847 10/01/2018 10/01/2019 EACH OCCURRENCE $ 1,000,000 -==i CLAIMS-MADE 0 OCCUR DAMflC,E TU Kt:N I c:D PREMISES !Ea occurrencel $ 1,000,000 M ED EXP (Any one person) $ -X PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 ~ DPRO-DLOC PRODUCTS -COMP/OP AGG $ 3,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY 6075780061 10/01/2018 -10/01/2019 COMBINED SINGLE LIMIT 1,000 ,000 IEa accidentl $ X ANY AUTO BODILY INJURY (Per person) $ -OWNED ~ SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ ,-- HIRED -NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ON LY IPer accidentl $ -- $ D X UMBRELLA LIAS H OCCUR 5094621644 10/01/2018 10/01/2019 EACH OCCURRENCE $ 10,000,000 -EXCESS LIAS CLAIMS-MADE AGGREGATE $ 10,000,000 DED I I RETENTION $ $ B WORKERS COMPENSATION WC6072902292-AZ, OR & MA 10/01/20 18 10/01/2019 XI [T~~UTE I JOTH- C AND EMPLOYERS' LIABILITY WC6072902258 -CA ER Y/N WC6072902177 -AOS 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE 0 E.L. EACH ACC IDENT $ OFF ICER/MEMBER EXCLUDED? N/A X (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE $ 1,000 ,000 If yes, describe under E.L. DISEASE· POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below $ $ $ $ $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101 , Additional Remarks Sch edul e, may be attached if more space is required) City of Cupertino, its City Council, Boards and Commissions, Officers, Officials, Employees, Agents , Servants, Volunteers and Consultants are as Additional Insured as respects to General Liability. Coverage is primary and non-contributory as respe cts to General Liability . A Waiver of Subrogation is provided as respects to Workers' Compensation. All where required by written contract subject to policy terms, conditions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino, CA AUTHORIZED REPRESENTATIVE dl 10300 Torre Ave. Cupertino, CA 95014 7 Page 1 of 1 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD C'NA Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsemen t modifies insurance provided under the following : COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows : I. The WHO IS AN INSURED sect ion is amended to add as an Insured any person or organization whom the Named Insured is required by-written contracti o add as an additional insured on this coverage part, ineluding any such person or organization, if any, specifically set forth on the Schedule attachment to this endorsement. However, such person or organization is an Insured only with respect to such person or organization 's liability for: A. unless paragraph 8. below applies , 1. bodily injury , property damage, or personal and advertising injury caused in whole or in part by the acts or omissions by or on behalf of the Named Insured and in the performance of such Named lnsured's ongoing operations as specified in such written contract ; or 2. bodily injury or property damage caused in whole or in part by your work and included in the products-completed operations hazard , and only if a. the written contract requires the Named Insured to provide the additional insured such coverage ; and b. this coverage part provides such coverage . 8 . bodily injury, property damage, or personal and advertising injury arising out of your work described in such written contract , but only if: 1. this coverage part provides coverage for bodily injury or property damage included within the products completed operations hazard; and 2. the written contract specifically requires the Named Insured to provide additional insured coverage under the 11-85 or 10-01 edition of CG2010 or the 10-0.1 edition of CG2037 . II. Subject always to the terms and conditions of this policy, including the limits of insurance , the Insurer will not provide such additional insured with : A. coverage broader than required by the written contract ; or 8. a higher limit of insurance than required by the written contract. Ill. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage , or personal and advertising injury ar ising out of: A. the rendering of, or the failu re to render , any professional architectural, engineering , or surveying services, including : 1. the preparing , approving , or failing to prepare or approve maps, shop drawings , opinions, reports , surveys , field orders , change orders or drawings and specifications ; and 2. supervisory , inspection , architectural or engineering activities ; or 8. any premises or work for wh ich the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. IV. Notwithstanding anything to the contrary in the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS , the Condition entitled Other Insurance , this insurance is excess of all other insurance available to the additional insured whether on a primary, excess , contingent or any other basis . However, if this insurance CNA75079XX (1 -15) Page 1 of 2 Continental Casualty Company Insured Name : Cubic Corporation Policy No: 6075838847 Endorsement No : Effective Date : 10/1/2018 Copyri ght C NA All Right s Reserved . In cl udes copyrighted mate ria l of Insuran ce Services Office , In c ., wit h its permi ss ion . C'NA Blanket Additional Insured -Owners, Lessees or Contractors -with Products-Completed Operations Coverage Endorsement is required by written contract to be primary and non-contributory, this insurance will be primary and non- contributory relative solely to insurance on which the additional insured is a named insured. V. Solely with respect to the insurance granted by this endorsement , the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable : 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. except as provided in Paragraph IV. of this endorsement, agree to make available any other insurance the additional insured has for any loss covered under this coverage part; 3. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 4. tender the defense and indemnity of any claim to any other insurer or self insurer whose policy or program applies to a loss that the Insurer covers under this coverage part. However , if the written contract requires this insurance to be primary and non -contributory , this paragraph (4) does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires the Named Insured to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodily injury or property damage; or 2. the offense that caused the personal and advertising injury for which the additional insured seeks coverage . Any coverage granted by this endorsement shall apply solely to the extent permissible by law . All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy . CNA75079XX (1-15) Page 2 of 2 Continental Casualty Company Insured Name: Cubic Corporation Policy No: 6075838847 Endorsement No : Effective Date : 10/1/2018 Copyright CNA All Rights Reserved . Includes copyrighted material of In su rance Services Office, Inc ., with its permission . 'NA Workers Compensation And Employers Liability Insurance Policy Endorsement I This endorsement changes the policy to which it is attached . It is agreed that Part One -Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written c-ontract that requires you to obtain this-agreement from us.) PREMIUM CHARGE -Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another ~xpi!ation d_ate J~ shown_~elow. Form No: G-19160-8 (11 -1997) Endorsement Effe c tive Date: Endorsement No: Endorsement Expiration Date: Underwriting Company: American Casualty Company of Reading , Pennsylvania , 333 S Wabash Ave , Chicago, IL 60604 © Copyright CNA All Rights Reserved . Policy No : 6072902258 Policy Effective Date : 10/01 /2018 Policy Page :