HomeMy WebLinkAboutC-7163-1 - Purchase and Installation Agreement for Centracs Adaptive Traffic Signal System9
PURCHASE AND INSTALLATION AGREEMENT
G WITH AEGIS ITS, INC. FOR
CENTRACS ADAPTIVE TRAFFIC SIGNAL SYSTEM
THIS PURCHASE AND INSTALLATION AGREEMENT ("Agreement') is made and
entered into as of this 31 st day of July 2017, ("Effective Date") by and between the CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("City"), and AEGIS
ITS, INC., a California corporation ("Contractor'), whose principal place of business is 3360
East La Palma Avenue, Anaheim, California 92806, and is made with reference to the
following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of
the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Contractor to provide the equipment and installation of the
Centracs adaptive traffic signal system as detailed in the Scope of Work and Pricing
attached hereto as Exhibit "A" ('Project').
C. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by the City for the Project, is familiar with all
conditions relevant to the performance of services and has committed to perform all
work required for the price specified in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to retain
Consultant to render professional services under the terms and conditions set forth
in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
SCOPE OF WORK
1.1 Contractor shall provide all tangible items and perform all the services
described in the Scope of Work attached hereto as Exhibit "A" and incorporated herein by
reference. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and services and
Contractor is experienced in performing the work and services contemplated herein and, in
light of such status and experience, Contractor covenants that it will perform all Services in
a manner commensurate with community professional standards and with the ordinary
degree of skill and care that would be used under reasonably competent practitioners of the
same discipline under similar circumstances and that all materials will be of good quality.
AEGIS ITS, INC. Page 1
1.2 Contractor shall perform everything required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and all
utility and transportation services necessary for the Project.
1.3 In consideration of the payment of the Purchase Price and subject to all the
terms and conditions hereof, Contractor shall provide the equipment and installation of the
Centracs adaptive traffic signal system (hereinafter referred to as "Products"), as listed and
set forth in the Scope of Work attached hereto as Exhibit "A" and incorporated in full by this
reference.
2. TIME OF PERFORMANCE
2.1 Time is of the essence in the performance of services under this Agreement
and Contractor shall complete the Project installation, implementation and acceptance
testing within the time set forth in Exhibit "A". The failure by Contractor to meet this schedule
may result in termination of this Agreement by City as outlined in Section 18 below.
2.2 Force Majeure. The time period(s) specified in Exhibit "A" for performance of
services rendered pursuant to this Agreement shall be extended because of any delays due
to unforeseeable causes beyond the control and without the fault or negligence of
Contractor, including but not restricted to acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes,
freight embargoes, wars, and/or acts of any governmental agency, including the City, if
Contractor shall within ten (10) days of the commencement of such delay notify City in
writing of the cause of the delay. City shall ascertain the facts and extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if
in the judgment of the City such delay is justified. City's determination shall be final and
conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to
recover damages against City for any delay in performance of this Agreement, however
caused, Contractor's sole remedy being extension of the Agreement pursuant to this
Section.
3. TERM
Unless earlier terminated in accordance with Section 18 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services agreed to
herein or until September 30, 2018, whichever occurs first.
4. COMPENSATION
4.1 City shall pay Contractor for the Services on a firm -fixed price ("FFP") not -to -
exceed basis in accordance with the provisions of this Section and Exhibit "A" and
incorporated herein by reference. Contractor's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subcontractor fees,
shall not exceed Fifty Nine Thousand Seven Hundred Fifty Dollars and 00/100
($59,750.00), without prior written authorization from City. No Pricing changes shall be made
during the term of this Agreement without the prior written approval of City.
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4.2 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor's bills shall include the name of the person who
performed the Work, a brief description of the Services performed and/or the specific task
in the Scope of Services to which it relates, the date the Services were performed, the
number of hours spent on all Work billed on an hourly basis, and a description of any
reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days
after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit "A" to this Agreement or specifically approved in writing in advance by
City.
4.4 Contractor shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any Work
that is determined by City to be necessary for the proper completion of the Project, but which
is not included within the Scope of Services and Pricing as set forth in Exhibit "A," and which
the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Compensation for any authorized Extra Work shall be paid in accordance with
the Scope of Services and the Pricing as set forth in Exhibit "A".
4.5 Contractor shall provide City with a minimum fourteen (14) days' notice of its
dates of installation to enable the City to prepare the installation sites for the Products in
accordance with the instructions of Contractor. The City shall complete site preparation
prior to the date of installation of the Products, and the site shall thereafter be available for
inspection and approval. All costs and expenses related to the site preparation shall be at
the sole expense of City.
5. PROJECT MANAGER
Contractor shall designate a Project Manager, who shall coordinate all phases of the
Project. This Project Manager shall be available to City at all reasonable times during the
term of the Agreement. Contractor has designated Aaron Cox to be its Project Manager.
Contractor shall not remove or reassign the Project Manager without the prior written
consent of City. City's approval shall not be unreasonably withheld.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. City's Public
Works Director or designee shall be the Project Administrator and shall have the authority
to act for City under this Agreement.
7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
7.1 Contractor shall use only the standard materials described in Exhibit "A" in
performing services under this Agreement. Any deviation from the materials described in
Exhibit "A" shall not be installed unless approved in advance by the City Project
Administrator.
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7.2 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the personnel required to perform the
services required by this Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall be performed by
qualified and experienced personnel who are not employed by City, nor have any
contractual relationship with City.
8. RESPONSIBILITY FOR DAMAGES OR INJURY
8.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services shall not be responsible in any manner for any loss or
damage to any of the materials or other things used or employed in performing the Project
or for injury to or death of any person as a result of Contractor's performance of the services
required hereunder; or for damage to property from any cause arising from the performance
of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone
employed by either of them, unless caused by the City's negligent acts, omissions, or willful
misconduct.
8.2 Contractor shall be responsible for any liability imposed by law and for injuries
to or death of any person or damage to property resulting from defects, obstructions or from
any cause to the extent arising from the negligent acts, omissions, or willful misconduct of
the Contractor' or any subcontractor or supplier selected by the Contractor.
8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless City, its City Council. Boards and commissions, officers, agents, volunteers,
employees, and any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services contemplated by this
Agreement (collectively, the "Indemnified Parties") from and against: (1) any and all claims
(including, without limitation, claims for bodily injury, death or damage to property),
demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liability, costs and expenses (including, without limitation, attorneys' fees,
disbursements and court costs) of every kind and nature whatsoever (individually, a Claim;
collectively, "Claims'), which may arise from or in any manner relate (directly or indirectly)
to any breach of the terms and conditions of this Agreement, and Work performed or
Services provided under this Agreement including, without limitation, defects in
workmanship or materials or Contractor's presence or activities conducted on the Project
(including the negligent and/or willful acts, errors and/or omissions of Contractor, its
principals, officers. Agents, employees, vendors, suppliers, consultants, subcontractors,
anyone employed directly or indirectly by any of them or for whose acts they may be liable
or any or all of them); (2) use of improper materials in performing this Project including,
without limitation, defects in workmanship or materials and/or design defects; and/or (3) any
and all claims asserted by Contractor's subcontractors or suppliers on the Project, and shall
include reasonable attorneys' fees and all other costs incurred in defending any such claim.
Contractor's liability in this Subsection shall be limited to the maximum amount of its
insurance coverage for claims arising out non -negligent and non -intentional acts performed
under this Agreement. Contractor shall not be held responsible for consequential or special
damages, or claims made to City for such consequential or special damages. Nothing
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herein shall require Contractor to indemnify City from the negligence or willful misconduct of
City, its officers, employees, or agents.
8.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold
City, its agents, officers, representatives, employees and City Council, boards and
commissions harmless from any proceeding brought against City for any intentional or
unintentional violation of the intellectual property rights of any third party with respect to
Products deliverables purchased in this Agreement This indemnification shall include, but
is not limited to, infringement of any United States' letters patent, trademark, or copyright
infringement, including costs, contained in Contractor's deliverables provided under this
Agreement.
8.5 Contractor shall perform all Project work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall perform work as specified in Exhibit "A" to limit impacts to traffic during the
system installation period. Contractor shall be liable for any private or public property
damaged during the performance of the Project work.
8.6 Contractor shall provide traffic control and access in accordance with Section
7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic
Control Handbook (WATCH), as published by Building News, Inc.
8.7 Traffic control and detours shall at a minimum meet the following
requirements:
8.7.1 Emergency vehicle access shall be maintained at all times.
8.7.2 The locations and wordings of all barricades, signs, delineators, lights,
warning devices, parking restrictions, and any other required details shall ensure that all
pedestrian and vehicular traffic will be handled in a safe manner with a minimum of
inconvenience to the public.
8.7.3 All advanced warning sign installations shall be reflectorized and/or
lighted
8.7.4 Traffic signal system shutdown or planned "red flash" shall be limited
to 4 -hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday
through Thursday), except as authorized by the Project Administrator.
8.7.5 "STOP AHEAD" and "STOP" signs shall be furnished by the
Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area
Signs," of the State Standard Specifications except that the base material for the signs shall
not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each
direction of traffic. Locations of the signs shall be per the WATCH manual.
8.8 Nothing in this Section shall be construed as authorizing any award of
attorney's fees in any action to enforce the terms of this Agreement, except to the extent
provided in Section 8.3 above.
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8.9 The rights and obligations set forth in this Section shall survive the termination
of this Agreement.
9. INDEPENDENT CONTRACTOR
City has retained Contractor as an independent contractor and neither Contractor nor
its employees, nor any of its subcontractors, are to be considered employees of the City.
The manner and means of conducting the work are under the control of Contractor, except
to the extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment shall accrue to Contractor
or its employees.
10. COOPERATION
Contractor agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the work to be
performed. City agrees to cooperate with the Contractor on the Project.
11. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
work, Contractor shall obtain, provide and maintain at its own expense during the term of
this Agreement or for other periods as specified in this Agreement, policies of insurance of
the type, amounts, terms and conditions described in the Insurance Requirements attached
hereto as Exhibit B, and incorporated herein by reference.
12. BONDING
12.1 Contractor shall obtain, provide and maintain at its own expense during the
term of this Agreement: a Labor and Materials Payment Bond in the amount of one hundred
percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and
in the form attached hereto as Exhibit C which is incorporated herein by this reference; and
a Faithful Performance Bond in the amount of one hundred percent (100°/x) of the total
amount to be paid Contractor as set forth in this Agreement in the form attached hereto as
Exhibit D which is incorporated herein by this reference.
12.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall
be issued by an insurance organization or surety (1) currently authorized by the Insurance
Commissioner to transact business of insurance in the State of California, (2) listed as an
acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned
a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide: Property-Casualtv.
12.3 The Contractor shall deliver, concurrently with execution of this Agreement,
the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of
the "Certificate of Authority' of the Insurer or Surety issued by the Insurance Commissioner,
which authorizes the Insurer or Surety to transact surety insurance in the State of California.
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13. PREVAILING WAGES
Pursuant to the applicable provisions of the Labor Code of the State of California, not
less than the general prevailing rate of per diem wages including legal holidays and overtime
work for each craft or type of workman needed to execute the work contemplated under the
Agreement shall be paid to all workmen employed on the work to be done according to the
Agreement by the Contractor and any subcontractor. In accordance with the California
Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the
general prevailing rate of per diem wages in the locality in which the work is to be performed
for each craft, classification, or type of workman or mechanic needed to execute the
Agreement. A copy of said determination is available by calling the prevailing wage hotline
number (415) 703-4774, and requesting one from the Department of Industrial Relations.
The Contractor is required to obtain the wage determinations from the Department of
Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall
be the obligation of the Contractor or any subcontractor under him/her to comply with all
State of California labor laws, rules and regulations and the parties agree that the City shall
not be liable for any violation thereof.
14. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform work on this Project are
identified in Exhibit "A". Contractor shall be fully responsible to City for all acts and omissions
of any subcontractor. Nothing in this Agreement shall create any contractual relationship
between City and any subcontractor nor shall it create any obligation on the part of City to
pay or to see to the payment of any monies due to any such subcontractor other than as
otherwise required by law. City is an intended beneficiary of any work performed by the
subcontractor for purposes of establishing a duty of care between the subcontractor and
City. Except as specifically authorized herein, the services to be provided under this
Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out
without the prior written approval of City.
15. WITHHOLDINGS
City may withhold payment to Contractor of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Contractor shall not
discontinue work as a result of such withholding. Contractor shall have an immediate right
to appeal to the City Manager or his/her designee with respect to such disputed sums.
Contractor shall be entitled to receive interest on any withheld sums at the rate of return that
City earned on its investments during the time period, from the date of withholding of any
amounts found to have been improperly withheld.
16. CONFLICTS OF INTEREST
16.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the work
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performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
16.2 If subject to the Act, Contractor shall conform to all requirements of the Act.
Failure to do so constitutes a material breach and is grounds for immediate termination of
this Agreement by City. Contractor shall indemnify and hold harmless City for any and all
claims for damages resulting from Contractor's violation of this Section.
17. NOTICES
17.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, to City by Contractor and conclusively shall be
deemed served when delivered personally, or on the third business day after the deposit
thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter
provided. All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attention: Public Work Director
Public Works Department
City of Newport Beach
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92658
17.2 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attention: Aaron Cox
Senior ITS Engineer
Aegis ITS, Inc.
3360 East La Palma Avenue
Anaheim, CA 92806
18. TERMINATION
18.1 Termination With Cause - In the event that either party fails or refuses to
perform any of the provisions of this Agreement at the time and in the manner required, that
party shall be deemed in default in the performance of this Agreement. If such default is not
cured within a period of five (5) calendar days, or if more than five (5) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within five (5) calendar days after receipt of written notice of
default, specifying the nature of such default and the steps necessary to cure such default,
the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting
party written notice thereof.
18.2 Termination Without Cause. Notwithstanding the above provisions, City shall
have the right, at its sole discretion and without cause, of terminating this Agreement at any
time by giving seven (7) calendar days prior written notice to Contractor. In the event of
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termination under this Section, City shall pay Contractor for services satisfactorily performed
and costs incurred in the performance of such services up to the effective date of termination
for which Contractor has not previously been paid. In the event of termination under this
Section, City shall also pay Contractor for all Products, associated materials, and hardware
delivered to City site under this Agreement that City deems usable.
19. EFFECT OF CONTRACTOR'S EXECUTION
Execution of this Agreement by Contractor is a representation that Contractor has
visited the Project site(s), has become familiarwith the local conditions under which the work
is to be performed, and has taken into consideration these factors in submitting its Project
proposal and Scope of Work.
20. WARRANTY
20.1 Contractor warrants to City that all Products to be delivered hereunder will be
free from defects in material or workmanship and will be of the kind and quality designated
or specified by Contractor in Exhibit "A". The warranty shall apply only to defects appearing
within the "Term" of this Agreement as set forth in Section 3 hereof for hardware products
manufactured by Contractor and to the Centracs adaptive traffic signal system to be installed
by Contractor. All other equipment not manufactured by Contractor carries the
manufacturer's standard warranty.
20.2 If Contractor -manufactured Products delivered hereunder do not meet the
above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon
correct any defect, including non-conformance with the specifications, either (at its option)
by repairing any defective or damaged parts of the Products, or by making available any
necessary replacement parts, delivered and installed without additional charge to City within
seven (7) working days. City will return the defective product to Contractor, at Contractor's
expense. Contractor shall repair or replace the defective item and return it to City, shipping
costs prepaid or, if Contractor offers and City elects in writing in City's sole and absolute
discretion, in lieu of returning and shipping the repaired item to the City, the Contractor may
make the repaired item available for pick-up at Contractor's plant. Contractor shall perform
any necessary testing, hardware and equipment removal, repair, replacement, certification,
and installation at no cost to the City during the warranty period, using Contractor's
equipment. The liability of Contractor under this warranty, or for any loss or damage to the
equipment whether the claim is based on contract or negligence, shall not in any case
exceed the cost of correcting defects in the equipment as herein provided and, upon the
expiration of the warranty period, all such liability shall terminate. The foregoing shall
constitute the exclusive remedy of City and the exclusive liability of Contractor as to the
repair and replacement cost of defective hardware only, but in no way limits the remedy of
City or the liability of Contractor for any damage resulting from a failure of the Products to
perform as required herein.
20.3 The foregoing warranty is exclusive and in lieu of all other warranties, whether
written, oral, implied or statutory. Contractor does not warrant any equipment of other
manufacture designated by City. Contractor shall supply to City, in a timely manner, any
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software revisions of the standard Products' software modules to correct "bugs" or
deficiencies, which would appear within the "Term" of this Agreement per Section 3 hereof.
21. REPRESENTATIONS
21.1 Non -infringement. Contractor represents that to the best of its knowledge the
technology embodied in the products sold herein does not infringe upon a United States
patent or United States copyright in effect as of the Effective Date.
21.2 Authority. Each party represents as follows: (a) that it has full power and
authority to execute, deliver and perform its obligations under this Agreement; (b) that there
are no actions, proceedings or investigations, pending or, to the best of each party's
knowledge, threatened against such party which may in any manner whatsoever materially
affect the enforceability of this Agreement or the rights, duties and obligations of the parties
hereunder; and (c) that the execution, delivery and performance of this Agreement will not
constitute a breach or default under any agreement, law or court order under which such
party is a party or may be bound or affected by or which may affect the rights, duties and
obligations hereunder.
21.3 No Other Representations. Each party acknowledges and agrees that it is
relying on no representation of the other party except as expressly set forth herein.
22. CONFIDENTIAL INFORMATION.
22.1 Confidential Information. In the performance of this Agreement or in
contemplation thereof, the parties and their respective employees and agents may have
access to private or confidential information owned or controlled by the other party and such
information may contain proprietary details and disclosures. All information and data
identified in writing as proprietary or confidential by either party ("Confidential Information")
and so acquired by the other party or its employees or agents under this Agreement or in
contemplation thereof shall be and shall remain the disclosing party's exclusive property.
The recipient of Confidential Information shall use all reasonable efforts (which in any event
shall not be less than the efforts the recipient takes to ensure the confidentiality of its own
proprietary and other confidential information) to keep, and have its employees and agents
keep, any and all Confidential Information confidential, and shall not copy, or publish or
disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose
it to others, without the disclosing party's written approval; nor shall the recipient make use
of the Confidential Information except for the purposes of executing its obligations
hereunder, and (except as provided for herein) shall return the Confidential Information and
data to the first party at its request. The City's duty to maintain confidentiality as described
hereunder shall be subject to the laws of the State of California.
22.2 Excluded Information. The foregoing conditions will not apply to information
or data which is, or which becomes generally known to the public by publication or by any
means other than a breach of duty on the part of the recipient hereunder, is information
previously known to the recipient, is information independently developed by or for the
recipient or is information generally released by the owning party without restriction.
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22.3 Right to Injunctive Relief. Because of the unique nature of the Confidential
Information, the parties agree that each party may suffer irreparable harm in the event that
the other party fails to comply with any of its obligations under this Section, and that
monetary damages may be inadequate to compensate either party for such breach.
Accordingly, the parties agree that either party will, in addition to any other remedies
available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of
this Section.
23. ASSIGNMENT
This Agreement shall not be assigned by any party, or any party substituted, without
prior written consent of the City and the Contractor.
24. LICENSES
24.1 Contractor grants to City for exclusive use in City, a fully paid non-exclusive,
non -transferable product software license for the products and their specific licensing limits
set forth under Exhibit A. City shall be entitled to:
a) Use the licensed programs but only in machine-readable form on licensed
computers;
b) Use the support material supplied but only as required to support the use of the
licensed programs; and
c) Make only as many backup copies of the licensed programs in machine readable
form as required to support the use of the licensed programs on each computer.
All backup copies must include the copyright notice in the original form as it
appears on the licensed programs.
24.2 City may not copy, modify, adapt, merge, disassemble, decompile or
distribute the software, its documentation or create derivative works based upon the
software. None of the support material in human readable form included with the licensed
programs may be copied in any way. City may print any screen the software will allow,
however, no copyright notices may be removed from the printing.
24.3 The licensed programs and support material included with this Agreement are
confidential information that is the property of Contractor. Subject to the City's legal
obligations to produce records, including but not limited to the California Public Records Act
and lawful subpoenas, the licensed programs, program concepts or any of the support
materials shall not be made available to any other party or organization without the written
consent of Contractor. Prior to the release of Contractor's confidential information pursuant
to this provision, City shall use reasonable efforts to give Contractor advance notice of such
required disclosure in order to enable Contractor to prevent or limit such disclosure.
24.4 Title to all intellectual property rights including patent, trademark, copyright
and trade secret rights and title to all ownership rights and all copies of and all media bearing
the licensed programs, support materials and program concept shall remain in Contractor.
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25. DATA RIGHTS
City shall retain ownership and associated rights of all traffic data generated by the
system provided under this agreement ("Data"). City shall not sell or transfer the Data to any
private entities for purposes not directly related to City activities without the prior written
consent of Contractor. In furtherance of Contractor's commitment to the advancement of
future system -based technologies and the betterment of the nation's traffic management
planning, City shall provide the Data to Contractor at Contractor's request. Contractor shall
notify City prior to transfer of any Data to private entities.
26. SOFTWARE UPDATES AND NEW FEATURES
Software updates for the basic product system are included in the annual system
update or through scheduled software releases during the warranty period or active system
support agreement period. Additional modules to the basic product system may be made
available to City from time to time. Upon delivery to City, the additional modules will become
part of the proprietary software systems and will be subject to the provisions of this
Agreement.
27. STANDARD PROVISIONS
27.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
27.2 Compliance with all Laws. Contractor shall at its own cost and expense
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Contractor shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject to
approval of the Project Administrator and City.
27.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach of
the same or any other term, covenant or condition contained herein, whether of the same
or a different character.
27.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
27.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
27.6 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party
by reason of the authorship of the Agreement or any other rule of construction which might
otherwise apply.
AEGIS ITS, INC. Page 12
27.7 Amendments. This Agreement maybe modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City
Attorney.
27.8 Severabilitv. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
27.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this Agreement
shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of
California.
27.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
27.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
27.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
AEGIS ITS, INC. Page 13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY' 191:FICE
Date:
By: c9f
Aaron C. Harp (^M milli
City Attorney
ATTEST:
Date: �•��.��
Leilwil 1. :.v
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: -3i i 7
By
David A. Webb
Public Works Director
CONTRACTOR: AEGIS ITS, INC., a
California corporation
Date: B ql I^T
By:
Nick Ullman
Associate Vice President
Date: 'sArI117
By: 0� '02- -
Chuck Danl6csik
Senior Associate
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Pricing
Exhibit B — Insurance Requirements
Exhibit C — Labor and Materials Payment Bond
Exhibit D — Faithful Performance Bond
AEGIS ITS, INC. Page 14
EXHIBIT A
SCOPE OF SERVICES AND PRICING
AEGIS ITS, INC. Page A-1
TABLE OF CONTENTS
TABLEOF CONTENTS..................................................................................................................... 3
A. Organizational Background & Chart.....................................................................................4
Personnel................................................................................................................................................
4
B. Aegis Contact Information.....................................................................................................
5
C. Adaptive Signal System Requirements..................................................................................6
Assumptions..........................................................................................................................................
6
D. Project Work Plan....................................................................................................................7
ProjectUnderstanding..........................................................................................................................7
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Task1 — Project Management.............................................................................................................
9
Task 2— Furnish Centracs Adaptive & Adaptive Data Keys ........................................................
9
Task3 — Vehicle Detection..................................................................................................................
9
Task 4 — Centracs Adaptive System Installation...........................................................................
12
Task 5 — Field Observation & Signal Timing Optimization........................................................
13
Task6 — Training.................................................................................................................................
13
Task7 — On -Going Support...............................................................................................................
14
E. Cost Proposal........................................................................................................................15
Assumptions........................................................................................................................................
15
CentracsAdaptive — Turn -Key Deployment...................................................................................
15
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Organizational Background & Chart
Personnel
Aegis recognizes that even the best technology requires a strong team of people to successfully deploy
and integrate it. While the City of Newport Beach's Centracs Adaptive Traffic Control System (ATCS)
project is relatively straightforward, all complex systems, including traffic management systems and
adaptive traffic control systems, require integration with other subsystems and coordination with external
parties. Having a team with strong credentials and experience that communicate well and are accessible
will create the cooperative and effective environment essential for a successful project.
Organization Chart
Our proposed organizational chart and the key staff that will meet the project and City's needs are
provided below.
Aaron Cox
Project Manager
Aaron Cox Michael Villafuerte Iris La
System Integration &Training System Set -Up & Testing ITS Device Integration
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B. Aegis Contact Information
Aegis ITS, Inc. is submitting this scope -of -work (SOW) to the City of Newport Beach. Information for
Aegis' primary and alternate contacts authorized to respond to this SOW are per below:
Aaron Cox (Primary)
Senior ITS Engineer
Aegis ITS, Inc.
3360 East La Palma Avenue
Anaheim, CA 92806
Tel: 714.575.5761
FAX: 714.630.1973
Email: acox(@,aegisits.com
5
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C. Adaptive Signal System Requirements
Assumptions
Overall, this section details the equipment and/or modifications required for the installation of the
Centracs Adaptive system at each project location & the City's TMC. At this time, Aegis' Centracs
Adaptive installation is based upon the following assumptions at a minimum.
Controller Cabinet Modifications & Equipment
• Aegis assumes that other existing hardware such as cabinets, MMUs, conflict monitors, and other
appurtenances at each of the intersections will be able to be re -used.
Controller & Controller Software Specifications
Aegis will use the City's existing ASC/3 controllers or Cobalt ATC controllers running ASC/3
firmware (6 intersections).
Aegis will be able to "ping" each controller on the City's IP -based comm. network.
City's existing TOD plans are already in-place and can be used with Centracs Adaptive &
Centracs Traffic Responsive operations.
Detection Modifications & Requirements
• City will provide traffic signal as -built plans showing the existing detection configuration at each
adaptive project intersection (6 intersections).
• Per approach, City will provide screenshots of its existing video detection zones/layout.
• Centracs Adaptive will use the City's existing detection systems installed at the intersection;
however, the City will be responsible for making the modifications/improvements to the detection
systems and/or upgrades to the field elements necessary to support optimal Centracs Adaptive
operations (e.g., detection layout, size, placement, additional equipment, etc.).
Central & Client Workstation Requirements & Equipment
• City will provide VPN and/or remote access to the servers.
Communications Modifications & Equipment Required at Central & Local Intersections
• Centracs Adaptive requires IP -based communications.
• City will provide end-to-end IP -based communications between the Centracs server software &
the traffic signal controllers at each project intersection (6 intersections).
• City will establish a connection to the comm, hub switch for access to the field network, the
Internet, and any workstations (local or remote) that require access to the Centracs system.
• The City will be responsible for making any repairs and/or installing fiber-optic cable or copper
twisted pair cable to upgrade and/or complete all gaps in the City's communications network.
• The City will install all comm. switches (Fiber or Ethernet -over -Copper), ensure that the
communications cable is terminated properly at each cabinet, connect the communications
equipment to the proper Fiber or TWP/SIC pairs (6 intersections).
Communication System Configuration
• The City will provide the IP Network Layout, including an IP Address Scheme and VLAN
Assignments for all proposed devices & future devices.
• Working with the City's Information Technology (IT) Department, Aegis will ensure it is
compatible with the City's existing IP network, Centracs Adaptive, & the City's existing ASC/3
& Cobalt ATC controllers.
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D. Project Work Plan
Project Understanding
Project Objectives
Aegis is excited about the opportunity to work with the City of Newport Beach to deploy the Econolite
Centracs Adaptive software module. Our solution is based on Econolite's industry-leading advanced
traffic management system (ATMS) platform, Centracs®, its proven off-the-shelf adaptive control
module, Centracs Adaptive, and the optimization strategies that these components can provide. The City
already owns and operates the state-of-the-art Centracs ATMS software module which manages/controls
Newport Beach's existing ASC/3 and Cobalt ATC controllers Citywide.
Centracs is the most technologically advanced, and industry-leading ATMS software in the market today.
Built upon contemporary Microsoft technologies, Centracs provides an immediate hedge against early
obsolescence. Centracs is a powerful, groundbreaking system that is easy to deploy, easy to learn, and
easy to use. Centracs is rife with innovative features and is distinguished from the field of ATMS
solutions in four key areas: innovative software technology, smart client architecture, the ability to easily
add enhancements and expand the system, as well as an intuitive user interface.
This adaptive solution is embedded within Centracs. Centracs Adaptive is a fully integrated module of
Econolite's industry-leading Centracs system. When combined with our commitment for on-going
internal investment in new features and capabilities, our solution ensures that a Centracs Adaptive
deployment will place you on the leading edge of transportation management technology allowing you to
build for the future as well as easily expand Citywide.
At this time, the initial project will encompass five (5) intersections along MacArthur Blvd. from San
Miguel all the way to Bison as follows.
• San Miguel Dr.
• San Joaquin Hills Rd.
• Bonita Canyon Dr.
• Villagio
• Bison Ave.
In addition, the intersection at Avocado Ave @ San Miguel Dr. also needs to be coordinated with the new
Centracs Adaptive operations along MacArthur Blvd.
It is our understanding that the implementation of adaptive operations is a priority in Newport Beach and
that the City would like deployment by the end of 2017. To this end, the City desires a 9 -month test/trial
period of the Centracs Adaptive software module at the six (6) project intersections identified above. At a
minimum, Aegis proposes the following approach to meet your project objectives:
• Provide, configure, install, & integrate Centracs Adaptive as the solution for Newport Beach
• Aegis furnishes the Centracs Adaptive software module & Adaptive Data Keys
(6 intersections)
• City will purchase all licensing at the end of the 9 -month test/trial period
• Use the City's existing Centracs ATMS system & its inherent Traffic Responsive operations
• Use the City's existing Econolite ASC/3 & Cobalt ATC controllers
• Use the City's existing Centracs servers to host the Centracs Adaptive software module
• Review the City's existing detection & provide recommendations for optimal Centracs Adaptive
operations (6 intersections)
• City will fund/provide all detection modifications/enhancements necessary to "fill -in -
the -gaps" for optimal Centracs Adaptive operations
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• Advance Detection (for Offset Optimization) — At this time, it is our initial
understanding that the City will use existing inductive loop lane -by -lane detection
(unless queues back-up over loops & then will consider adding mid -block and/or exit
detectors using AccuSense)
• Presence/Stop Bar Detection — At this time, it is our initial understanding that the
City will use existing inductive loop detection "as -is" since there is not enough space
in the cabinet to add detector racks for lane -by -lane detection)
• Aegis will set-up/configure/enable the Centracs Adaptive module & Traffic Responsive (TR)
operations (6 intersections)
• Aegis will be able to use/incorporate the City's existing and/or newly -developed
coordinated signal timing plans/patterns in Centracs Adaptive & the Centracs TR
algorithm (7 Total — 6 Plans & FREE)
• City will fund all professional services related to deployment up front
• Aegis will provide training on the Centracs Adaptive module & TR operations
• City will fund all professional services related to training up front
• Perform field observations & signal timing optimization strategies
• Provide on-going system support during the 9 -month test/trial period
In this manner, the City receives a pragmatic approach to providing adaptive control on the initial
MacArthur Blvd. corridor with the opportunity to easily migrate adaptive operations Citywide. Thus, the
City is well positioned for subsequent expansion of the system as it performs a targeted rollout of
Centracs Adaptive to more arterials in 2018.
Turn -Key Deployment & Integration
Aegis is excited about the opportunity to work with the City to deploy the Centracs Adaptive system
software module and set-up Traffic Responsive operations. Aegis will provide, configure, install, and
integrate Centracs Adaptive as the complete turnkey solution for the City of Newport Beach. The
integration services we provide will ensure that you not only get an operational system at the end of the
project, but a system that you can easily manage, maintain, operate and expand yourself. Our work is not
done until we know you are completely satisfied and comfortable operating your Centracs system
software. Our aim is to make you power users to extend beyond the core functionality and provide you
the tools and training you need to fully exercise all of the features of the system you need to fully realize
the potential provided such that your aspirations and specific needs are met.
For this project, Aegis and Econolite offer the City of Newport Beach industry-leading hardware and
software solutions along with the great customer service we call our Brand Promise. We will accomplish
this through our Southern California staff led by Chuck Dankocsik and Aaron Cox, our Southern
California Account Manager Gina Prohaska, as well as our highly -qualified engineering and technical
support staff in our local Anaheim (CA) office and Colorado Springs (CO) technology center. We stand
ready to work with you and play the role you need from us to ensure your ultimate success for this
project.
As discussed within our proposal, Aegis sees the "big picture" of what the City is trying to accomplish,
and provides the expertise in traffic control applications, controller operations, firmware functionality,
systems integration, adaptive operations, and communications networks to successfully address the City's
needs/requirements. To this end, Aegis offers a complete, turnkey deployment of the Centracs Adaptive
and Traffic Responsive solution that provides the City with both a pragmatic approach and high value as
described in the Task descriptions that follow.
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Task 1 — Project Management
Aegis' project management methodology is a framework for action rather than a rigid process. It is an
effective, comprehensive, yet efficient application of best practices that initiates and guides our
methodology to deliver successful projects and enables our Project Managers to start programs quickly,
and deliver successfully in complex programs by ensuring that the work conducted is thorough and
contributes actively toward the project's strategic objectives.
Using the project work plan herein as the baseline, Aegis will meet with the City of Newport Beach to
review and refine the scope -of -services, project objectives, process, and deliverables as well as identify
any potential issues.
To ensure all project stakeholders are briefed and to eliminate surprises, Aegis will organize, conduct, and
document Bi -Weekly Progress Meetings. These meetings are intended to provide an overview of the work
performed during the prior period, work to be performed in the next period, and address any relevant
issues. The Bi -Weekly Progress Meetings will be capped at 15 to 20 minutes with longer discussions
being taken offline or scheduled at a later date.
Assumptions:
• Aegis will participate in the Bi -Weekly Progress Meetings via teleconference.
Deliverables:
• Kick -Off Meeting
• Bi -Weekly Progress Meetings
Task 2 — Furnish Centracs Adaptive & Adaptive Data Keys
As part of the Adaptive system, Aegis will provide Newport Beach with the following Centracs licenses:
• Adaptive software module (up to City' current Centracs ATMS intersection license)
• Adaptive Data Keys (6 intersections)
Aegis understands that we will use the City's existing Centracs servers to host the Centracs Adaptive
software module.
Assumptions:
• Aegis will use the City's existing Centracs ATMS system & its inherent Traffic Responsive
operations.
• Aegis will use the City's existing Econolite ASC/3 & Cobalt ATC controllers.
• Aegis will use the City's existing Centracs servers to host the Centracs Adaptive software
module.
• City will provide all workstations, laptops, or tablets.
• City will defer purchase of all licensing until the end of the 9 -month test/trial period
Deliverables:
• Centracs licenses:
• Adaptive software module (up to City' current Centracs ATMS intersection license)
• Adaptive Data Keys (6 intersections)
Task 3 — Vehicle Detection
Aegis will work with the City to design vehicle detection, modifications, and/or upgrades to the field
elements to accommodate the Centracs Adaptive solution. On 4/27/17, the City provided the latest as -
built traffic signal plans for each project intersection in order for Aegis to review the existing detection
•
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configurations. On a per intersection basis below, Aegis has identified the detailed
enhancements/modifications and/or recommended detection configurations that will be necessary for
optimum Centracs Adaptive operation.
Autsocope Vision
MacArthur & San Joaguin
This project will use the Autoscope Vision video image detection system (VIDs) at all 4
approaches
For the East & West approaches (San Joaquin), Econolite will configure the presence/stop bar
detection zones/layout on a lane -by -lane basis
For the North & South approaches (MacArthur), Econolite will configure the detection
zones/layout on a lane -by -lane basis for both presence/stop bar & advance detection locations
Advance Detection (for Offset Optimization)
MacArthur (4 Project Intersections)
• Advance detection on a lane -by -lane basis is already supported along MacArthur's North &
South approaches ranging from —250'-450' back from the stop bar/crosswalk (Bison, Villagio,
Bonita Canyon, & San Miguel)
MacArthur & San Miguel
• Separate/break-out advance detection on a lane -by -lane basis for San Miguel's 3 Eastbound Left -
Turn lanes (onto MacArthur)
Avocado & & San Miguel
• Advance detection on a lane -by -lane basis is already supported along San Miguel's West
approach —230' back from the stop bar/crosswalk
Presence/Stop Bar Detection (for Split Optimization)
MacArthur & Bison
East Approach (Bison)
• Good as -is
West Approach (Bison)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis (2 Thru lanes)
North Approach (MacArthur)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis (Thru lanes #'s 1 & 2)
South Approach (MacArthur)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis (All 4 Thru lanes)
MacArthur & Villagio
East & West Approaches (Villagio)
• Good as -is
North & South Approaches (MacArthur)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis
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MacArthur & Bonita Canvon
East & West Approaches (Bonita Canyon)
• Separate/break-out presencelstop bar detection on a lane -by -lane basis
North & South Approaches (MacArthur)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis
MacArthur & San Miguel
East & West Approaches (San Miguel)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis
North & South Approaches (MacArthur)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis (Thin lanes #'s 1 & 2)
Avocado & San Miguel
East & West Approaches (San Miguel)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis (Thru lanes #'s 1 & 2)
North Approach (Avocado)
• Good as -is
South Approach (Avocado)
• Separate/break-out presence/stop bar detection on a lane -by -lane basis (Lane #s 2-Thru & 3 -Right
Turn)
SUMMARY & NOTES:
Advance Detection (for Offset Optimization)
• Per above, the City will use existing inductive loop lane -by -lane detection
• Need to ensure advance detection is located behind/further back than typical queue
length
• If queues back-up over the loops, the City will consider adding mid -block and/or exit
detectors using AccuSense
Presence/Stop Bar Detection
• Per above, the City will use existing inductive loop detection "as -is"
• Unfortunately, there is not enough space in the cabinet to add detector racks for lane -
by -lane detection
Assumptions:
• City will provide traffic signal as -built plans showing the existing detection configuration at each
adaptive project intersection (6 intersections).
• Centracs Adaptive will use the City's existing detection systems installed at the intersection;
however, the City will be responsible for making the modifications/improvements to the detection
systems and/or upgrades to the field elements necessary to support optimal Centracs Adaptive
operations (e.g., detection layout, size, placement, additional equipment, etc.).
Deliverables:
• Aegis — Recommendations of the detection system design, specification, & configuration needed
for optimum Centracs Adaptive operation (6 intersections)
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Task 4 — Centracs Adaptive System Installation
IP Address Scheme & VLAN Assignment
Aegis will use the IP Network Layout, including an IP Address Scheme and VLAN Assignments for all
proposed devices and future devices as provided by the City. Working with the City's Information
Technology (IT) Department, Aegis will ensure it is compatible with the City's existing IP network,
Centracs Adaptive, and existing ASC/3 and Cobalt ATC controllers.
Centracs — Installation
We will install, configure, and integrate the Centracs Adaptive software module on the City's existing
Centracs servers. We propose to work directly with the City's IT Department or other responsible parties
to complete this installation. Our standard installation process includes verification and configuration of
the operating system, SQL Server database, and other third party COTS software required to establish the
operating environment. Once the operating environment is established, our engineers will install the
appropriate components of the Centracs system software application on the servers.
Adaptive Algorithm Configuration
The Centracs Adaptive system has an option to allow traffic signals to operate using their normal Time -
of -Day (TOD) timing plans while Centracs Adaptive monitors and calculates adaptive changes without
actually applying those changes to the field. This Adaptive Monitoring mode allows the City to observe
what changes the system would apply without actually affecting traffic control. Aegis will initially
configure the Centracs Adaptive system to operate with the existing ASC/3 and Cobalt controllers and the
City's vehicle detection system and set it to run in Monitoring mode.
Adaptive Alaorithm Activation
Based upon the observations and recommendations that are a result of the system running in Monitoring
mode, Aegis will make any necessary configuration adjustments and then set the Centracs Adaptive
system to Control mode. In this mode, the calculated adaptive traffic control changes are sent to the
ASC/3 and Cobalt controllers and implemented at the intersection.
Traffic Responsive Operations
Aegis will configure the Centracs Traffic Responsive (TR) algorithm to select the traffic signal
pattern/plan best suited to the current conditions along the project corridors. The Centracs TR algorithm
will select from Newport Beach's existing coordinated signal timing plans/patterns. At this time, the City
will use a total of seven (7) traffic signal plans/patterns:
• Pre -AM & Post -AM (same)
• AM
• Pre -Midday & Post -Midday (same)
• Midday
• Pre -PM & Post -PM (same)
• PM
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Assumptions:
• Any required e-mail services will be provided through the City's SMTP relay server.
• All software installations will be coordinated through the City's IT Department.
• City will provide VPN and/or remote access to the servers.
• City will provide end-to-end IP -based communications between the Centracs server software &
the traffic signal controllers at each project intersection (6 intersections).
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• City will establish a connection to the comm. hub switch for access to the field network, the
Internet, and any workstations (local or remote) that require access to the Centracs system.
• Aegis will be able to "ping" each controller after they are connected to the comm. network.
• Aegis assumes that other existing hardware such as cabinets, MMUs, and other appurtenances at
each of the intersections will be able to be re -used.
• Aegis will set-up/configure Adaptive & Traffic Responsive operations for seven (7) traffic signal
plans/patterns (per above).
Deliverables:
• Centracs Adaptive system software module installed, configured, & operational on the City's
existing Centracs servers
• Centracs Traffic Responsive operations set-up, configured, & established
• Centracs Adaptive & Traffic Responsive operations integrated with traffic signal controllers
(6 intersections)
Task 5 — Field Observation & Signal Timing Optimization
Aegis shall observe traffic conditions in the field during the weekday and weekend. Field observations
will be conducted both during peak and non -peak hours of the morning, midday, and evening. Special
attention will be given to locations which experience school, highway, and/or heavy side street traffic.
Based on these observations, Aegis will fine-tune the Centracs Adaptive settings and/or the Centracs TR
algorithm thresholds to develop timing strategies which help improve traffic flow and/or wait times at
both holistic and local intersection level.
Assumptions:
• City's existing coordinated timing plans/patterns can be used in Centracs Adaptive & the
Centracs TR algorithm.
• Aegis will set-up/configure Adaptive & Traffic Responsive operations for seven (7) traffic signal
plans/patterns (per Task 4).
Deliverables:
• Field observations during peak & non -peak hours of the morning, midday, & evening
• Centracs (including traffic responsive) & Centracs Adaptive system software operational and
fine-tuned to all required timings and parameters to satisfy the system requirements
Task 6 — Training
Aegis will provide all training necessary for the City to successfully operate and manage Centracs
Adaptive and the TR algorithm. Since the City of Newport Beach is already an experienced Centracs
system user, we will not perform basic Centracs system overview, set-up, operations, etc. training. Rather,
we will focus on providing an overview of the Centracs Adaptive software module and TR algorithm re:
their set-up, configuration, operations, etc. All training will be provided by Aegis specialists and will
focus on the practical applications and troubleshooting to ensure your staff is fully competent to operate
and maintain the system. Aegis will provide up to 8 -hours of training for up to five (5) people. This
training will include both classroom style instruction on system functionality and use as well as "hands-
on" training and will be suitable for both traffic systems engineers and traffic signal technician staff.
Training will be conducted at City facilities with access to the system for optimal understanding of the
system. Training program addresses each of the following topics including:
• Centracs Adaptive Overview -This session will review the Centracs Adaptive system software
module's functionality, capabilities, and features. The discussion will also include a tour of the
Adaptive system workspace and cover the associated Administration menu items.
•
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• Signal Timing Parameters & Strategies (Adaptive, Traffic Responsive, & Non -Adaptive) -
This session will focus on how to set-up/configure Centracs Adaptive, the Centracs TR algorithm,
and other non -adaptive signal timing parameters and/or strategies.
Assumptions:
Training will be conducted at a City facility with real-time access to the installed system.
City personnel will be available to participate in the training.
Deliverables:
• Up to 8 -hours of training on one (1) day
Task 7 — On -Going Support
For the duration of the 9 -months test/trial period, Aegis will provide remote technical support via phone
and Internet and, of course, our Aegis support team is close -by to answer any questions, solve virtually
any problem, and provide assistance to help you get the most productivity out of your new Centracs
Adaptive system. We will supportlassist City staff with routine questions about the use, configuration,
management, and troubleshooting of the Centracs Adaptive system and Traffic Responsive algorithm
operations. Regular support is available during normal business hours, 8am to 5pm Mountain Time. For
emergencies, Aegis also has a toll-free 240 maintenance hotline that can log trouble tickets and generate
appropriate responses after hours.
To facilitate access by these individuals, we propose to utilize a VPN connection to remotely access the
system and assist in diagnostics and troubleshooting. This is a very effective approach and enhances
efficiency and reduces City staff time for troubleshooting. In addition, software updates can also be
loaded remotely through this connection. We will work with the City's IT group to establish access which
is compatible with the City's IT policy.
Assumptions:
• The City will provide VPN access that allows Aegis to remote into Centracs (so that we can
provide on-going support from our Anaheim Office & Colorado Springs Technical Center).
• The City will be responsible for all hardware maintenance during the warranty period.
Deliverables:
• On-going support for the 9 -month test/trial period
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E. Cost Proposal
Assumptions
As requested by the City of Newport Beach, Aegis has developed a cost estimate to provide our services
to accomplish each of the tasks needed for the complete turnkey implementation of the Econolite
Centracs Adaptive software module and Traffic Responsive algorithm in order to work with the City's
existing and/or proposed field infrastructure, detection system, ASC/3 and Cobalt controllers, and IP -
based field -to -center (172C) communications. Aegis' price for the entire Adaptive Traffic Control System
(ATCS) Project incorporates the following assumptions:
• All assumptions previously identified within this proposal.
• Aegis' scope -of -work will be as defined in the Tasks presented above.
• Pricing includes sales tax as applicable.
• Shipping is F.O.B destination.
• Should the City require Aegis to perform work outside activities defined in the Scope -of -Work,
the City would be billed on a time and materials (T&M) basis at our standard labor rates.
• The resultant contract will include mutually agreeable terms and conditions
Centracs Adaptive — Turn -Key Deployment
Aegis anticipates executing a firm -fixed price (FFP) or "Lump Sum" contract with the City of Newport
Beach for this Centracs Adaptive Project where our price is based on the following:
• City will defer purchase of all licensing until the end of the 9 -month test/trial period (Task 2).
• Adaptive software module (up to City' current Centracs ATMS intersection license)
• Adaptive Data Keys (6 intersections)
• Licensing price is $30,250
• City will fund all professional services related to deployment, training, & support up front.
• Aegis will provide the services, hardware equipment, software components, licenses, and support
the turnkey deployment of the City of Newport Beach's Centracs Adaptive system contained in
the Pricing table below.
• Aegis will provide the recommendations of the detection system design, specification, &
configuration needed for optimum Centracs Adaptive operation (6 intersections)
• Price shall be valid for at least 180 -days upon receipt of this proposal by the City of Newport
Beach.
aegis
ITS
Exhibit 2 — Centracs Adaptive Pricing
Task 1 — Project Management
$7,000
Task 3 — Vehicle Detection
$0
Task 4 — Centracs Adaptive Installation
$23,500
Task 5 — Field Observations & Signal Timing
Optimization
$19,250
Task 6 — Training
$2,750
Task 7 — On -Going Support
$7,250
16
•
aegis
ITS
EXHIBIT B
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior
to commencement of Work, Contractor shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and
amounts described below and in a form satisfactory to City. Contractor agrees to
provide insurance in accordance with requirements set forth here. If Contractor uses
existing coverage to comply and that coverage does not meet these requirements,
Contractor agrees to amend, supplement or endorse the existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance company
currently authorized by the Insurance Commissioner to transact business of insurance
in the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Contractor shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability Insurance
with limits of at least one million dollars ($1,000,000) each accident for bodily
injury by accident and each employee for bodily injury by disease in accordance
with the laws of the State of California, Section 3700 of the Labor Code.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees, volunteers, and any person or entity owning or otherwise in
legal control of the property upon which Contractor performs the Project
and/or Services contemplated by this Agreement.
B. General Liability Insurance. Contractor shall maintain commercial general
liability insurance and, if necessary, umbrella liability insurance, with coverage
at least as broad as provided by Insurance Services Office form CG 00 01, in
an amount not less than one million dollars ($1,000,000) per occurrence, two
million dollars ($2,000,000) general aggregate. The policy shall cover liability
arising from premises, operations, products -completed operations, personal
and advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with no
endorsement or modification limiting the scope of coverage for liability assumed
under a contract.
C. Automobile Liability Insurance. Contractor shall maintain automobile insurance
at least as broad as Insurance Services Office form CA 00 01 covering bodily
injury and property damage for all activities of Contractor arising out of or in
connection with Work to be performed under this Agreement, including
coverage for any owned, hired, non -owned or rented vehicles, in an amount
AEGIS ITS, INC. Page B-1
not less than one million dollars ($1,000,000) combined single limit each
accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain,
the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its elected or appointed officers, agents, officials, employees, volunteers,
and any person or entity owning or otherwise in legal control of the property
upon which Contractor performs the Project and/or Services contemplated by
this Agreement or shall specifically allow Contractor or others providing
insurance evidence in compliance with these requirements to waive their right
of recovery prior to a loss. Contractor hereby waives its own right of recovery
against City, and shall require similar written express waivers from each of its
subconsultants.
B. Additional Insured Status. All liability policies including general liability, excess
liability, pollution liability, and automobile liability, if required, shall provide or be
endorsed to provide that City and its officers, officials, employees, agents, and
any person or entity owning or otherwise in legal control of the property upon
which Contractor performs the Project and/or Services contemplated by this
Agreement shall be included as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a primary
basis and shall not require contribution from any insurance or self-insurance
maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar
days notice of cancellation (except for nonpayment for which ten (10) calendar
days notice is required) or nonrenewal of coverage for each required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Contractor shall provide certificates of insurance to City
as evidence of the insurance coverage required herein, along with a waiver of
subrogation endorsement for workers' compensation and other endorsements
as specified herein for each coverage. Insurance certificates and endorsement
must be approved by City's Risk Manager prior to commencement of
performance. Current certification of insurance shall be kept on file with City at
all times during the term of this Agreement. City reserves the right to require
complete, certified copies of all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time during
the term of the Agreement to change the amounts and types of insurance
required by giving Contractor sixty (60) calendar days advance written notice
AEGIS ITS, INC. Page B-2
of such change. If such change results in substantial additional cost to
Contractor, City and Contractor may renegotiate Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure of
City to request copies of such agreements will not impose any liability on City,
or its employees.
D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees
that any actual or alleged failure on the part of City to inform Contractor of non-
compliance with any requirement imposes no additional obligations on City nor
does it waive any rights hereunder.
E. Requirements not Limiting. Requirements of specific coverage features or
limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by
any insurance. Specific reference to a given coverage feature is for purposes
of clarification only as it pertains to a given issue and is not intended by any
party or insured to be all inclusive, or to the exclusion of other coverage, or a
waiver of any type.
F. Self-insured Retentions. Any self-insured retentions must be declared to and
approved by City. City reserves the right to require that self-insured retentions
be eliminated, lowered, or replaced by a deductible. Self-insurance will not be
considered to comply with these requirements unless approved by City.
G. City Remedies for Non -Compliance If Contractor or any subcontractor
fails to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Contractor's right to proceed until proper evidence
of insurance is provided. Any amounts paid by City shall, at City's sole option,
be deducted from amounts payable to Contractor or reimbursed by Contractor
upon demand.
H. Timely Notice of Claims. Contractor shall give City prompt and timely notice of
claims made or suits instituted that arise out of or result from Contractor's
performance under this Agreement, and that involve or may involve coverage
under any of the required liability policies. City assumes no obligation or liability
by such notice, but has the right (but not the duty) to monitor the handling of
any such claim or claims if they are likely to involve City.
I. Contractor's Insurance. Contractor shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
AEGIS ITS, INC. Page B-3
EXHIBIT C
CITY OF NEWPORT BEACH
BOND NO. 09177749
LABOR AND MATERIALS PAYMENT BOND
WHEREAS, the City of Newport Beach, State of California, has awarded to AEGIS
ITS, INC. hereinafter designated as the "Principal," an Agreement for the purchase and
installation of the Centracs adaptive traffic signal system, in the City of Newport Beach, in
strict conformity with the Agreement on file with the office of the City Clerk of the City of
Newport Beach, which is incorporated herein by this reference.
WHEREAS, Principal has executed or is about to execute the Agreement and the
terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's
subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon,
for, or about the performance of the Work agreed to be done, or for any work or labor done
thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set
forth.
NOW, THEREFORE, We the undersigned Principal, and,
Fidelity and Deposit Company of Maryland duly authorized to transact
business under the laws of the State of California, as Surety, (referred to herein as "Surety")
are held and firmly bound unto the City of Newport Beach, in the sum of Fifty Nine
Thousand Seven Hundred Fifty Dollars and 00/100 ($59,750.00), lawful money of the
United States of America, said sum being equal to 100% of the estimated amount payable
by the City of Newport Beach under the terms of the Agreement; for which payment well
and truly to be made, we bind ourselves, our heirs, executors and administrators,
successors, or assigns, jointly and severally, firmly by these present.
THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the
Principal's subcontractors, fail to pay for any materials, provisions, or other supplies,
implements or machinery used in, upon, for, or about the performance of the Work
contracted to be done, or for any other work or labor thereon of any kind, or for amounts due
under the Unemployment Insurance Code with respect to such work or labor, or for any
amounts required to be deducted, withheld and paid over to the Employment Development
Department from the wages of employees of the Principal and subcontractors pursuant to
Section 13020 of the Unemployment Insurance Code with respect to such work and labor,
then the Surety will pay for the same, in an amount not exceeding the sum specified in this
Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable
attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the
Civil Code of the State of California.
The Bond shall inure to the benefit of any and all persons, companies, and
corporations entitled to file claims under Section 9100 of the California Civil Code so as to
give a right of action to them or their assigns in any suit brought upon this Bond, as required
by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the
State of California.
AEGIS ITS, INC. Page C-1
And Surety, for value received, hereby stipulates and agrees that no change,
extension of time, alterations or additions to the terms of the Agreement or to the Work to
be performed thereunder shall in any wise affect its obligations on this Bond, and it does
hereby waive notice of any such change, extension of time, alterations or additions to the
terms of the Agreement or to the Work or to the specifications.
In the event that any principal above named executed this Bond as an individual, it
is agreed that the death of any such principal shall not exonerate the Surety from its
obligations under this Bond.
IN WITNESS WHEREOF, this instrument has been duly executed by the above
named Principal and Surety, on the 3rd day of August '2017 .
Aegis ITS, Inc.
Name of Contractor (Principal)
Fidelity and Deposit Company of Maryland
Name of Surety
1299 Zurich Way, Schaumburg, IL 60196
Address of Surety
(847)605-6000
Telephone
Emilie George, Attorney -in -Fact
Print Name and Title
NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE
ATTACHED
AEGIS ITS, INC. Page C-2
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of'AOy-a e ) ss.
On gV 5� 20 before me,
(i1i IliSa �1so n Notary Public, personally appeared
f14A TI°ir�t who
proved o me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/sGie4w executed the same in
hisAtew/their authorized capacity(ies), and that by hisiherftheir signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
MELISSA WILSON
W� T�N��E}�SlS m�y hand and official seal. NotaryPublic- California
Orange County -
WO
Commission %2181164
Signature ny,Ce® . Expires Jan 29,2,0
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State
County of
W,
ss.
of
California
20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
AEGIS ITS, INC. Page C-3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
COUNTY OFSANFRANCISCO )
On AUG 0 3 2017 before me, Jessica L. Nowlin, Notary Public
Date (Here insert name and title of the officer)
personally appeared Emilie George
NAME(S) OF SIGNERS)
who proved to me on the basis of satisfactory evidence to be the person(s) whose
names(&) is/are subscribed to the within instrument and acknowledged to me that
he/she/#rte executed the same in h&herldteir authorized capacity(ie&), and that by
Nsvherldiwir signature(&) on the instrument the person(&), or the entity upon behalf of
which the person(g) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
JESSICA L. NOWLIN
Commission # 2130933
WITNESS my hand and official seal. $ Notary Public - California Z
_ '' San Francisco County >
M Comm. Expires Nov 16, 2019
Si mtureofNotary
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New
York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Maryland, and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by
GERALD F. HALEY, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which
are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate,
constitute, and appoint P. Austin NEFF, Emilie GEORGE and Jessica L. NOWLIN, all of San Francisco, California, EACH its true
and lawful agent and Attorney -in -Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all
bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said
Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected
officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected
officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper
persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of
the By -Laws of said Companies, and is now in force.
IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of April, A.D. 2016.
ATTEST:
Secretary
Eric D. Barnes
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
,�+N.9i4rry wa�f.l�Va.Ol in ....1......q
icen:
tBw �A3�
*n, f~✓
Aa ' v
Vice President
Gerald F. Haley
State of Maryland
County of Baltimore
On this 6th day of April, A.D. 2016, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, GERALD F.
HALEY, Vice President, and ERIC D. BARNES, Secretary, of the Companies, to me personally known to be the individuals and officers described in and
who executed the preceding instrument, and acknowledged the execution of same, and being by me duly swom, deposeth and saith, that he/she is the said
officer of the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate
Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written.
Constance A. Dunn, Notary Public
My Commission Expires: July 9, 2019
POA -F 016-0580B
EXHIBIT D
CITY OF NEWPORT BEACH
BOND NO. 09177749
FAITHFUL PERFORMANCE BOND
The premium charges on this Bond is $ 598.00 per annum , being at the
rate of $ 10.00 per thousand of the Agreement price.
WHEREAS, the City of Newport Beach, State of California, has awarded to AEGIS
ITS, INC., hereinafter designated as the "Principal," an Agreement for the purchase and
installation of the Centracs adaptive traffic signal system, in the City of Newport Beach, in
strict conformity with the Agreement on file with the office of the City Clerk of the City of
Newport Beach, which is incorporated herein by this reference.
WHEREAS, Principal has executed or is about to execute the Agreement and the
terms thereof require the furnishing of a Bond for the faithful performance of the Agreement.
NOW, THEREFORE, we, the Principal, and Fidelity and Deposit Company of Maryland
duly authorized to
transact business under the laws of the State of California as Surety (hereinafter "Surety'),
are held and firmly bound unto the City of Newport Beach, in the sum of Fifty Nine
Thousand Seven Hundred Fifty Dollars and 00/100 ($59,750.00), lawful money of the
United States of America, said sum being equal to 100% of the estimated amount of the
Agreement, to be paid to the City of Newport Beach, its successors, and assigns; for which
payment well and truly to be made, we bind ourselves, our heirs, executors and
administrators, successors, or assigns, jointly and severally, firmly by these present.
THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the
Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well
and truly keep and perform any or all the Work, covenants, conditions, and agreements in
the Agreement Documents and any alteration thereof made as therein provided on its part,
to be kept and performed at the time and in the manner therein specified, and in all respects
according to its true intent and meaning, or fails to indemnify, defend, and save harmless
the City of Newport Beach, its officers, employees and agents, as therein stipulated, then,
Surety will faithfully perform the same, in an amount not exceeding the sum specified in this
Bond; otherwise this obligation shall become null and void.
As a part of the obligation secured hereby, and in addition to the face amount
specified in this Performance Bond, there shall be included costs and reasonable expenses
and fees, including reasonable attorneys fees, incurred by City, only in the event City is
required to bring an action in law or equity against Surety to enforce the obligations of this
Bond.
Surety, for value received, stipulates and agrees that no change, extension of time,
alterations or additions to the terms of the Agreement or to the Work to be performed
thereunder shall in any way affect its obligations on this Bond, and it does hereby waive
notice of any such change, extension of time, alterations or additions of the Agreement or
to the Work or to the specifications.
AEGIS ITS, INC. Page D-1
This Faithful Performance Bond shall be extended and maintained by the Principal
in full force and effect for one (1) year following the date of formal acceptance of the Project
by City.
In the event that the Principal executed this bond as an individual, it is agreed that
the death of any such Principal shall not exonerate the Surety from its obligations under this
Bond.
IN WITNESS WHEREOF, this instrument has been duly executed by the Principal
and Surety above named, on the 3rd day of A29ust.,:,_ 2017
Aegis ITS, Inc.
Name of Contractor (Principal)
Fidelity and Deposit Company of Maryland
Name of Surety
1299 Zurich Way, Schaumburg, IL 60196
Address of Surety
(847) 605-6000
Telephone
Emilie George, Attorney -in -Fact
Print Name and Title
NOTARY ACKNOWLEDGMENTS OF
CONTRACTOR AND SURETY MUST BE ATTACHED
AEGIS ITS INC. Page D-2
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of 0 ran 9e )Ss.
On fhngUS+ IA 2011 before me,
malt`�s�l Ov1 Notary Public, personally appeared
QOuq Terry who
proved to me MY the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/4hehhey executed the same in
his><;a thair authorized capacity(ies), and that by his/leer/tkeir signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of C Iif r is t t h f r i
paragraph is true and correct. MELISSA WILSON
_ ' Notary Public - California
1 �.:` Orange County
WITNE S my hand aVV[[ fi�d.,,official seal. Commission It 2181164
`A, bLt�?l� My Comm. Expires Jan 23,2021 J
Signature (s
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of } ss.
On
20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
AEGIS ITS, INC. Page D-3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verities only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
COUNTY OF SAN FRANCISCO )
On AUG 0 3 2017 before me, Jessica L. Nowlin, Notary Public
Date (Here insert name and title of the officer)
personally appeared Emilie Georee
NAME(S) OF SIGNER(S)
who proved to me on the basis of satisfactory evidence to be the person(#) whose
names(s) is/rrxe subscribed to the within instrument and acknowledged to me that
hevshe/dW executed the same in his/herIA440 authorized capacity(te#), and that by
hislher/AY4 signature(#) on the instrument the person(#), or the entity upon behalf of
which the person(@) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
,r JESSICA L. NOWLIN
Commission # 2130933
i . "m Notary Public - California i
WITNESS my hand and official seal. San Francisco county
My Comm. Expires Nov 16, 2019
Signature o otary
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New
York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Maryland, and the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by
GERALD F. HALEY, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which
are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate,
constitute, and appoint P. Austin NEFF, Emilie GEORGE and Jessica L. NOWLIN, all of San Francisco, California, EACH its true
and lawful agent and Attomey-in-Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all
bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said
Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected
officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected
officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper
persons.
The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of
the By -Laws of said Companies, and is now in force.
IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said
ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and
FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of April, A.D. 2016.
ATTEST:
,fi=t- 1�),
ZURICH AMERICAN INSURANCE COMPANY
COLONIAL AMERICAN CASUALTY AND SURETY COMPANY
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
UIEO,
ri
los
'a tune ,� wx �'.�uu•....J
�1Y
Secretary Vice President
Eric D. Barnes Gerald F. Haley
State of Maryland
County of Baltimore
On this 6th day of April, A.D. 2016, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, GERALD F.
HALEY, Vice President, and ERIC D. BARNES, Secretary, of the Companies, to me personally known to be the individuals and officers described in and
who executed the preceding instrument, and acknowledged the execution of same, and being by me duly sworn, deposeth and saith, that he/she is the said
officer of the Company aforesaid, and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate
Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written.
( q�n�.ant4- Q rs�� i�4.9p.....p'i'•c
Constance A. Dunn, Notary Public
My Commission Expires: July 9, 2019
POA -F 016-05806
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 8/11/17 Dept./Contact Received From:
Date Completed: 9/11/17 Sent to:
Company/Person required to have certificate:
Type of contract:
Lucie
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 6/27/17-6/27/18
A. INSURANCE COMPANY: Travelers Indemnity Co of CT
B. AM BEST RATING (A-: VII or greater): A++/XV
C. ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
D. LIMITS (Must be $1M or greater): What is limit provided?
E. ADDITIONAL INSURED ENDORSEMENT — please attach
F. PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
not apply to Waste Haulers or Recreation)
G. ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
H. ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
J. CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence' wording?
K. ELECTED SCMAF COVERAGE (RECREATION ONLY):
Public Works
By: Jan
=is ITS
L. NOTICE OF CANCELLATION:
N Yes ❑ No
$ l M/$2M
E Yes ❑ No
E Yes ❑ No
E Yes ❑ No
E Yes ❑ No
E Yes ❑ No
❑ Yes
E No
E N/A ❑ Yes
❑ No
❑ N/A E Yes
❑ No
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 6/27/17 — 6/27/18
A.
INSURANCE COMPANY: Travelers Property Casualty Co of America
B.
AM BEST RATING (A-: VII or greater) A++/ XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided? $1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?) N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only): E N/A
❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY: ❑ N/A
❑ Yes E No
H.
NOTICE OF CANCELLATION: ❑ N/A
N Yes ❑ No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 6/27/17 — 6/27/18
A.
INSURANCE COMPANY: Travelers Property Casualty Co of America
B.
AM BEST RATING (A-: VII or greater): A++/ XV
C.
ADMITTED Company (Must be California Admitted):
X Yes
❑ No
D.
WORKERS' COMPENSATION LIMIT: Statutory
X Yes
❑ No
E.
EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
$1,000,000
F.
WAIVER OF SUBROGATION (To include): Is it included?
X Yes
❑ No
G.
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
X N/A ❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A X Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
9/11/17
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
Date
X N/A ❑ Yes ❑ No
X N/A ❑ Yes ❑ No
X N/A ❑ Yes ❑ No
X Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Nan -admitted carrier rated less than
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management Date
* Subject to the terms of the contract.
O
A�® CERTIFICATE OF LIABILITY INSURANCE
°DBID412o10D"m
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endomement(s).
PRODUCERONTACT
Marsh Risk & Insurance Services
17901 Von Kamran Avenue, Suite 1100
(949) 399.5800; License #0437153
Irvine, CA 92614
NAME:
PHONE FAX
AIC No:
E-MAIL
ADDRESS:
INSURERS AFFORDING COVERAGE NAICp
INSURER A: Travelers Indemnity Co Of CT 25682
CN102330351-Eceno-GAWUA7-l8
INSUREDAegisITS, Inc.
3360 E. La Palma Ave.
INSURER 3: NIA NIA
INSURER C: Travelers Property Casualty Company Of America 25674
INSURER D:
Anaheim, CA 92806
INSURER E
INSURER F
nnVFRAnFC CERTIFICATE NUMBER- LOS -00234876402 REVISION NUMBER: 2
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPEOFINSURANCE
ADDLSUBR
POLICY NUMBER
POLICY EFF
Po/DICDYY
LIMITS
A
6306J492624TCT17
06127/2017
06127/2018
EACH OCCURRENCE $ 1,000,000
rCOMMERCIALGENERAILLIABILITY
CLAIMS-MAGEIT] OCCUR
E T
PREMISES flEs ocwrtence $ 300,000
MEI EXP (Any me person) $ 10,000
PERSONAL& ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE $ 2,000,000
PRODUCTS - COMPIOP AGO $ 2,000,000
X POLICY�;ET LOC
a
OTHER:
C
AUTOMOBILELIABILITv
8106J496371TIL17
0612712017
0612712018
COMBINED SINGLE LIMIT $ 1,000,000
Ea accident)
BODILY INJURY (Per person) $
X ANYAUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
X HIRED X NON -OWNED
AUTOSONLY AUTOS ONLY
BODILY INJURY (Per accident) $
PROPERTY DAMAGE $
rPer accident
UMBRELLA LIABOCCUR
EACH OCCURRENCE $
AGGREGATE $
EXCESS LIAB
CLAIMS -MADE
DED I I RETENTION$
$
C
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANYPROPRIETORIPARTNERIEXECUTIVE YIN
OFFICERIMEMBER EXCLUDEDT
(Mandatory In NH)
NIA
UB6J496371T1L17
0612712018
X STATUTE I I ERH
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE -POLICY LIMIT $ 1,000,000
If yes, desodbe under
DESCRIPTION OF OPERATIONS below
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required)
Public Works Department is included as additional Insured (except workers'compensation) where required by written contract. This insurance is primary and nonoonldbutory over any existing insurance and limited
to liability arising out of the operations of the named Insured subject to policy terms and conditions with respect to general liability. Waiver of subrogation is applicable where required by written contract and subject to
policy terms and conditions.
Public Works Department
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh Risk & Insurance Services
Alis Maynard ,A -Art
reserved.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
Policy Number: 510 -6J496371 -TIL -17
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
BLANKET ADDITIONAL INSURED
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
The following is added to Paragraph c. in A.f„ Who
Is An Insured, of SECTION II — LIABILITY
COVERAGE in the BUSINESS AUTO COVERAGE
FORM and Paragraph e. in A.t., Who Is An Insured,
of SECTION II — LIABILITY COVERAGE in the
MOTOR CARRIER COVERAGE FORM, whichever
Coverage Form is part of your policy:
This Includes any person or organization who you are
required under a written contract or agreement
between you and that person or organization, that Is
signed by you before the "bodily injury" or "property
damage" occurs and that is in effect during the policy
period, to name as an additional Insured for Liability
Coverage, but only for damages to which this
insurance applies and only to the extent of that
person's or organization's liability for the conduct of
another "insured".
CA T4 37 08 17 p 2016 The Travelers Indemnity company. All rights reserved. Page 1 of 1
Includes copyrighted MaterlaI of Insurance Services Office, Inc, Win Its parmis on
Policy Number: 810 -6j496371 -TIL -17
COMMERCIAL AUTO
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY,
BUSINESS AUTO EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under Ute following:
BUSINESS AUTO COVERAGE FORM
GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any
Injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to the Coverage Pan, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover.
age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en-
dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.
A. BROAD FORM NAMED INSURED
B. BLANKET ADDITIONAL INSURED
C. EMPLOYEE HIRED AUTO
D. EMPLOYEES AS INSURED
E. SUPPLEMENTARY PAYMENTS —INCREASED
LIMITS
F. HIRED AUTO — LIMITED WORLDWIDE COV-
ERAGE — INDEMNITY BASIS
G. WAIVER OF DEDUCTIBLE — GLASS
PROVISIONS
A. BROAD FORM NAMED INSURED
The following is added to Paragraph A.1., Who Is
An Insured, of SECTION it — COVERED AUTOS
LIABILITY COVERAGE:
Any organization you newly acquire or form dur-
ing the policy period over which you maintain
50% or more ownership interest and that is not
separately insured for Business Auto Coverage.
Coverage under this provision is afforded only un-
til the 180th day after you acquire or form the or
ganization or the end of the policy period, which-
ever is earlier.
B. BLANKET ADDITIONAL INSURED
The following is added to Paragraph c. in A.1.,
Who Is An Insured, of SECTION If — COVERED
AUTOS LIABILITY COVERAGE:
Any person or organization who is required under
a written contract or agreement between you and
that person or organization, that is signed and
executed by you before the "bodily Injury" or
"property damage" occurs and that is in effect
during the policy period, to be named as an addi-
tional insured is an "insured" for Covered Autos
Liability Coverage, but only for damages to which
H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
1. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
J. PERSONAL PROPERTY
K. AIRBAGS
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
M. BLANKET WAIVER OF SUBROGATION
N. UNINTENTIONAL ERRORS OR OMISSIONS
this insurance applies and only to the extent that
person or organization qualifies as an "insured"
under the Who Is An Insured provision contained
In Section if.
C. EMPLOYEE HIRED AUTO
1. The fallowing is added to Paragraph A.1.,
Who Is An Insured, of SECTION II — COV-
ERED AUTOS LIABILITY COVERAGE:
An "employee" of yours is an "insured" while
operating an "auto" hired or rented under a
contract or agreement in an "employee's"
name, with your permission, while performing
duties related to the conduct of your busi-
ness.
2. The following replaces Paragraph b. in B.S.,
Other Insurance, of SECTION IV — BUSI-
NESS AUTO CONDITIONS:
b. For Hired Auto Physical Damage Cover-
age, the following are deemed to be cov-
ered "autos" you own:
(1) Any covered "auto" you lease, hire,
rent or borrow; and
(2) Any covered "auto" hired or rented by
your "employee" under a contract in
an "employee's" name, with your
CA T3 53 02 16 9 2015 The Travelers Indemnity company. All rights reserved. Page 1 of 4
Includes copyrighted material of Insurance services Office, Inc, with Its permission
COMMERCIAL AUTO
permission, while performing duties
(a) With respect to any claim made or "suit"
related to the conduct of your bust-
brought outside the United States of
ness.
America, the territories and possessions
However, any "auto" that is leased, hired,
of the United States of America, Puerto
rented or borrowed with a driver is not a
Rico and Canada;
covered 'auto",
(t) You must arrange to defend the "in.
D. EMPLOYEES AS INSURED
sured" against, and investigate or set -
tle any such claim or "suit" and keep
The following is added to Paragraph A.1., Who Is
advised of all proceedings and ac -
An Insured, of SECTION it — COVERED AUTOS
tions.
LIABILITY COVERAGE:
(it) Neither you nor any other involved
Any "employee" of yours is an "insured" while us-
"insured" will make any settlement
ing a covered "auto" you don't own, hire or borrow
without our consent.
in your business or your personal affairs.
(ifry may, at our participate
E. SUPPLEMENTARY PAYMENTS — INCREASED
in "insudiscrered" r
in defending the "insured" against, or
LIMITS
in the settlement of, any claim or
1. The following replaces Paragraph A.2.a.(2),
"suit".
of SECTION II — COVERED AUTOS LIABIL-
(iv) We will reimburse the "insured" for
ITY COVERAGE:
sums that the "insured" legally must
(2) Up to $3,000 for cost of ball bonds (in-
pay as damages because of 'bodily
cluding bonds for related traffic law viola-
injury" or "property damage" to which
tions) required because of an "accident"
this insurance applies, that the "In -
we cover. We do not have to furnish
sured" pays with our consent, but
these bonds.
only up to the limit described in Para -
2. The following replaces Paragraph A.2.a.(4),
graph C., Limits Of Insurance, of
of SECTION II — COVERED AUTOS LIABIL-
SECTION If — COVERED AUTOS
ITY COVERAGE;
LIABILITY COVERAGE.
(4) All reasonable expenses incurred by the
(v) We will reimburse the "insured" for
"insured" at our request, Including actual
the reasonable expenses incurred
loss of earnings up to $$SOD a day be-
with our consent for your investiga-
cause of time off from work.
tion of such claims and your defense
the "insured" against any such
F. HIRED AUTO — LIMITED WORLDWIDE COV-
"s uitn but only up tand Included
ERAGE— INDEMNITY BASIS
within the limit described in Para -
The following replaces Subparagraph (5) in Para-
graph C., Limits Of Insurance, of
graph B.7., Policy Period, Coverage Territory,
SECTION 11 — COVERED AUTOS
of SECTION IV — BUSINESS AUTO CONDI-
LIABILITY COVERAGE, and not in
TIONS;
addition to such limit. Our duty to
(5) Anywhere in the world, except any country or
make such payments ends when we
jurisdiction while any trade sanction, em-
have used up the applicable limit of
barga, or similar regulation imposed by the
insurance in payments for damages,
United States of America applies to and pro-
settlements or defense expenses.
hibits the transaction of business with or
(b) This insurance is excess over any valid
within such country or jurisdiction, for Cov-
and collectible other insurance available
eyed Autos Liability Coverage for any covered
to the "insured" whether primary, excess,
"auto" that you lease, hire, rent or borrow
contingent or on any other basis.
without a driver for a period of 30 days or less
(c) This Insurance Is not a substitute for re -
and that is not an "auto" you lease, hire, rent
qulred or compulsory insurance In any
or barrow from any of your "employees",
country outside the United States, its ter -
partners (if you are a partnership), members
ritories and possessions, Puerto Rico and
(if you aro a limited liability company) or
Canada.
members of their households.
Page 2 of 4 ® 2015 The Travelers Indemnity Company. All rights reserved. CA 73 53 02 15
includes copyrighted material of Insurance Services Office, Inc. voth its permission.
You agree to maintain all required or
compulsory Insurance in any such coun-
try up to the minimum limits required by
local law. Your failure to comply with
compulsory Insurance requirements will
not invalidate the coverage afforded by
this policy, but we will only be liable to the
same extent we would have been liable
had you complied with the compulsory in-
surance requirements.
(d) It is understood that we are not an admit-
ted or authorized insurer outside the
United States of America, its territories
and possessions, Puerto Rico and Can-
ada. We assume no responsibility for the
furnishing of certificates of insurance, or
for compliance in any way with the laws
of other countries relating to insurance.
0. WAIVER OF DEDUCTIBLE — GLASS
The following Is added to Paragraph D., Deducti-
ble, of SECTION III — PHYSICAL DAMAGE
COVERAGE:
No deductible for a covered "auto" will apply to
glass damage if the glass is repaired rather than
replaced.
H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF
USE — INCREASED LIMIT
The following replaces the last sentence of Para-
graph AA.b., Loss Of Use Expenses, of SEC-
TION III — PHYSICAL DAMAGE COVERAGE:
However, the most we will pay for any expenses
for loss of use Is $05 per day, to a maximum of
$750 for any one "accident".
I. PHYSICAL DAMAGE — TRANSPORTATION
EXPENSES — INCREASED LIMIT
The following replaces the first sentence in Para-
graph A.4.a., Transportation Expenses, of
SECTION III — PHYSICAL DAMAGE COVER-
AGE:
We will pay up to $50 per day to a maximum of
$1,500 for temporary transportation expense In-
curred by you because of the total theft of a Cov-
ered "auto" of the private passenger type.
J. PERSONAL PROPERTY
COMMERCIAL AUTO
(2) In or on your covered "auto".
This coverage applies only in the event of a total
theft of your covered "auto".
No deductibles apply to this Personal Property
coverage.
K. AIRBAGS
The following Is added to Paragraph B.3„ Exclu-
sions, of SECTION III — PHYSICAL DAMAGE
COVERAGE:
Exclusion 3,a, does not apply to "loss" to one or
more alrbags in a covered "auto" you own that in-
flate due to a cause other than a cause of "loss"
set forth in Paragraphs A.1.b. and A.1.c., but
only:
a. If that "auto" is a covered "auto" for Compre-
hensive Coverage under this policy;
b. The airbags are not covered under any war-
ranty; and
c. The alrbags were not intentionally inflated.
We will pay up to a maximum of st000 for any
one "loss".
L. NOTICE AND KNOWLEDGE OF ACCIDENT OR
LOSS
The following is added to Paragraph A.2,a., of
SECTION IV — BUSINESS AUTO CONDITIONS:
Your duty to give us or our authorized representa-
tive prompt notice of the "accident" or "loss" ap-
plies only when the "accident" or "loss" Is known
to:
(a) You (if you are an individual);
(b) A partner (if you are a partnership);
(c) A member (if you are a limited liability com-
pany);
(d) An executive officer, director or insurance
manager (if you are a corporation or other or-
ganization); or
(e) Any "employee" authorized by you to give no-
tice of the "accident" or "loss".
M. BLANKET WAIVER OF SUBROGATION
The following replaces Paragraph A.S., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — BUSINESS AUTO CONDI-
TIONS:
The following is added to Paragraph A.4., Cover- S. Transfer Of Rights Of Recovery Against
age Extensions, of SECTION III — PHYSICAL Others To Us
DAMAGE COVERAGE: We waive any right of recovery we may have
Personal Property against any person or organization to the ex.
tent required of you by a written contract
We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident"
parel and other personal property which is: or "loss", provided that the "accident" or "loss"
(1) Owned by an "insured"; and arises out of operations contemplated by
CA T3 53 02 15 02015 The Travelers Indemnity company. All rights reserved. Page 3 of 4
Includes copyrighted material of Insurance services office, Ino. with its permission.
COMMERCIAL AUTO
such contract. The waiver applies only to the The unintentional omission of, or unintentional
person or organization designated in such error in, any Information given by you shall not
contract. prejudice your rights under this insurance. How -
N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col -
The following is added to Paragraph 6.2., Con- lect additional premium or exercise our right of
cealment, Misrepresentation, Or Fraud, of cancellation or non -renewal.
SECTION IV — BUSINESS AUTO CONDITIONS:
Page 4 of 4 M 2015 The Travelers Indemnity company. All rights reserved. CA T3 53 02 15
Includes copyrighted material of Insurance services office, Inc. with Its permisscn.
Policy Number: 6306J492624TCT17
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
1. WHO IS AN INSURED — (Section 11) is amended
to include any person or organization that you
agree in a "written contract requiring insurance"
to include as an additional insured on this Cover-
age Part, but:
a) Only with respect to liability for "bodily injury",
"properly damage" or "personal injury"; and
b) If, and only to the extent that, the Injury or
damage is caused by acts or omissions of
you or your subcontractor in the performance
of "your work" to which the "written contract
requiring insurance" applies. The person or
organization does not qualify as an additional
insured with respect to the independent acts
or omissions of such person or organization.
2. The insurance provided to the additional insured
by this endorsement is limited as follows:
a) In the event that the Limits of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of liability required by (tie
"written contract requiring insurance", the In-
surance provided to the additional insured
shall be limited to the limits of liability re-
quired by that "written contract requiring in.
surance". This endorsement shall not in-
crease the limits of insurance described in
Section III — Limits Of Insurance.
b) The insurance provided to the additional in.
sured does not apply to "bodily injury", "prop-
erty damage" or "personal Injury" arising out
of the rendering of, or failure to render, any
professional architectural, engineering or sur.
veying services, including:
1. The preparing, approving, or failing to
prepare or approve, maps, shop draw-
ings, opinions, reports, surveys, field or-
ders or change orders, or the preparing,
approving, or failing to prepare or ap-
prove, drawings and specifications; and
it. Supervisory, inspection, architectural or
engineering activities.
c) The insurance provided to the additional in-
sured does not apply to "bodily injury" or
"property damage" caused by "your work"
and included in the "products -completed op-
erations hazard" unless the "written contract
requiring insurance" specifically requires you
to provide such coverage for that additional
insured, and then the insurance provided to
the additional Insured applies only to such
"bodily injury" or "property damage" that oc-
curs before the end of the perod of time for
which the "written contract requiring insur-
ance" requires you to provide such coverage
or the end of the policy period, whichever is
earlier.
3. The insurance provided to the additional Insured
by this endorsement is excess over any valid and
collectible "other insurance", whether primary,
excess, contingent or on any other basis, that is
available to the additional insured for a loss we
cover under this endorsement. However, if the
"written contract requiring insurance" specifically
requires that this insurance apply on a primary
basis or a primary and non-contributory basis,
this Insurance is primary to "other insurance"
available to the additional insured which covers
that person or organization as a named insured
for such loss, and we will not share with that
"other insurance". But the insurance provided to
the additional insured by this endorsement still is
excess over any valid and collectible "other in-
surance", whether primary, excess, contingent or
on any other basis, that is available to the addi-
tional insured when that person or organization is
an additional insured under such "other insur-
ance".
4. As a condition of coverage provided to the
additional insured by this endorsement;
a) The additional insured must give us written
notice as soon as practicable of an "occur-
rence" or an offense which may result in a
claim. To the extent possible, such notice
should include:
CG D2 46 08 05 0 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2
COMMERCIAL GENERAL LIABILITY
L How, when and where the "occurrence"
or offense took place;
It. The names and addresses of any injured
persons and witnesses; and
iii. The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b) If a claim is made or "suit" is brought against
the additional Insured, the additional Insured
must:
1. Immediately record the specifics of the
claim or "suit" and the date received: and
ii. Notify us as soon as practicable.
The additional insured must see to it that we
receive written notice of the claim or "suit" as
soon as practicable.
c) The additional Insured must immediately
send us copies of all legal papers received in
connection with the claim or "suit", cooperate
with us in the investigation or settlement of
the claim or defense against the "suit", and
otherwise comply with all policy conditions.
d) The additional insured must tender the de-
fense and Indemnity of any claim or "suit" to
any provider of "other insurance" which would
cover the additional insured for a loss we
cover under this endorsement. However, this
condition does not affect whether the insur-
ance provided to the additional insured by
this endorsement is primary to "other insur-
ance" available to the additional insured
which covers that person or organization as a
named insured as described In paragraph 3.
above.
5. The following definition is added to SECTION V.
—DEFINITIONS:
"Written contract requiring insurance" means
that part of any written contract or agreement
under which you are required to include a
person or organization as an additional in-
sured on this Coverage Part, provided that
the "bodily injury" and "property damage" oc-
curs and the "personal injury" is caused by an
offense committed:
a. After the signing and execution of the
contract or agreement by you;
b. While that part of the contract or
agreement is in effect; and
c. Before the end of the policy period.
Page 2 of 2 a 2005 The SL Paul Travelers Companies, Inc. CG 02 46 08 06
Policy Number: 630 -6j492624 -TCT -17 COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
XTEND ENDORSEMENT FOR COMMERCIAL INDUSTRIES
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any
injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to
the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover-
age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en-
dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.
A. Broadened Named Insured
B. Blanket Additional Insured — Broad Form Vendors
C. Damage To Premises Rented To You
• Perils of fire, explosion, lightning, smoke,
water
• Limit increased to $300,000
D. Blanket Waiver Of Subrogation
E. Blanket Additional Insured — Owners, Managers
Or Lessors Of Premises
F. Blanket Additional Insured — Lessors Of Leased
Equipment
G. Incidental Medical Malpractice
H. Personal Injury— Assumed By Contract
I. Amended Bodily Injury Definition
PROVISIONS
A. BROADENED NAMED INSURED
1. The following is added to SECTION II — WHO
IS AN INSURED:
Any organization, other than a partnership or
joint venture, over which you maintain owner-
ship or majority interest on the effective date
of the policy qualifies as a Named Insured.
However, coverage for any such organization
will cease as of the date during the policy pe-
riod that you no longer maintain ownership of,
or majority interest In, such organization.
2. The following replaces Paragraph 4.a, of
SECTION II — WHO IS AN INSURED:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier, unless
reported in writing to us within 160 days.
J. Bodily Injury To Co -Employees And Co -Volunteer
Workers
K. Aircraft Chartered With Crew
L. Non -Owned Watercraft — Increased From 25 Feet
To 50 Feet
M. Increased Supplementary Payments
• Cost of bail bonds increased to $2,500
• Loss of earrings increased to $500 per day
N. Medical Payments - Increased Limit
0. Knowledge And Notice Of Occurrence Or Offense
P. Unintentional Omission
0. Reasonable Force — Bodily Injury Or Property
Damage
B. BLANKET ADDITIONAL INSURED — BROAD
FORM VENDORS
The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that is a vendor and
that you have agreed in a written contract or
agreement to Include as an additional insured on
this Coverage Part is an insured, but only with re-
spect to liability for "bodily injury" or "property
damage" that:
a. Is caused by an 'occurrence" that takes place
after you have signed and executed that con.
tract or agreement; and
b. Arises out of "your products" which are dis-
tributed or sold In the regular course of such
vendor's business.
The insurance provided to such vendor is subject
to the following provisions:
CG 04 58 07 13 02013 The Treveters Indemnity Company. All rights reserved. Page 1 of 7
Includes copyrghted material Of Insurance Services Ofgoe, Inc. With its pem!issian.
COMMERCIAL GENERAL LIABILITY
a. The limits of insurance provided to such ven-
dor will be the limits which you agreed to pro-
vide in the written contract or agreement, or
the limits shown in the Declarations of this
Coverage Part, whichever are less.
b. The insurance provided to such vendor does
not apply to:
(1) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement. This
exclusion does not apply to liability for
damages that the vendor would have in
the absence of the contractor agreement;
(2) Any express warranty unauthorized by
you;
(3) Any physical or chemical change in "your
products" made Intentionally by such
vendor;
(4) Repackaging, unless unpacked solely for
the purpose of inspection, demonstration,
testing, or the substitution of parts under
instructions from the manufacturer, and
then repackaged in the original container;
(5) Any failure to make such inspections, ad-
justments, tests or servicing as vendors
agree to perform or normally undertake to
perform in the regular course of business,
in connection with the distribution or sale
of "your products";
(6). Demonstration, installation, servicing or
repair operations, except such operations
performed at such vendors premises in
connection with the sale of "your prod-
ucts"; or
(7) "Your products" which, after distribution or
sale by you, have been labeled or rela-
beled or used as a container, part or in-
gredient of any other thing or substance
by or for such vendor.
Coverage under this provision does not apply to:
a. Any person or organization from whom you
have acquired "your products", or any ingre-
dient, part or container entering into, accom.
panying or containing such products; or
b. Any vendor for which coverage as an addi.
tional insured specifically is scheduled by en-
dorsement.
C. DAMAGE TO PREMISES RENTED TO YOU
JURY AND PROPERTY DAMAGE LIABIL-
ITY:
Exclusions c. through n. do not apply to dam-
age to premises while rented to you, or tem-
porarily occupied by you with permission of
the owner, caused by:
a. Fire;
b. Explosion;
c. Lightning;
d. Smoke resulting from such fire, explosion,
or lightning; or
e. Water.
A separate limit of insurance applies to such
damage to premises as described in Para-
graph 6. of Section 111— Limits Of Insurance.
This insurance does not apply to damage to
premises while rented to you, or temporarily
occupied by you with permission of the
owner, caused by:
a. Rupture, bursting, or operation of pres-
sure relief devices;
It, Rupture or bursting due to expansion or
swelling of the contents of any building or
structure, caused by or resulting from wa-
ter;
c. Explosion of steam boilers, steam pipes,
steam engines, or steam turbines,
2. The following replaces Paragraph 6. of SEC-
TION 111— LIMITS OF INSURANCE:
Subject to S. above, the Damage To Prem-
ises Rented To You Limit is the most we will
pay under Coverage A for damages because
of "property damage" to any one premises
while rented to you, or temporarily occupied
by you with permission of the owner, caused
by fire; explosion; lightning smoke resulting
from such fire, explosion, or lightning; or wa-
ter. The Damage To Premises Rented To
You Limit will apply to all damage proximately
caused by the same "occurrence", whether
such damage results from fire; explosion;
lightning; smoke resulting from such fire, ex-
plosion, or lightning; water; or any combina.
tion of any of these.
The Damage To Premises Rented To You
Limit will be the higher of:
a. $300,000; or
1. The following replaces the last paragraph of b. The amount shown on the Declarations of
Paragraph 2., Exclusions, of SECTION I — this Coverage Part for Damage To Prem -
COVERAGES — COVERAGE A BODILY IN. ises Rented To You Limit,
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Includes copyrighted material of Insurance Services office, Inc. vrth its permission.
3. The following replaces Paragraph a. of the
definition of "insured contract" in the DEFINI-
TIONS Section:
a. A contract for a lease of premises. How-
ever, that portion of the contract for a
lease of premises that indemnifies any
person or organization for damage to
premises while rented to you, or tempo-
rarily occupied by you with permission of
the owner, caused by:
(1) Fire;
(2) Explosion;
(3) Lightning;
(4) Smoke resulting from such fire, ex-
plosion, or lightning; or
(5) Water.
is not an "Insured contract";
4. The following replaces Paragraph 4.b.(1)(b)
of SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:
(b) That is Insurance for premises rented to
you, or temporarily occupied by you with
the permission of the owner;
D. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL LI-
ABILITY CONDITIONS:
We waive any right of recovery we may have
against any person or organization because of
payments we make for injury or damage arising
out of premises owned or occupied by or rented
Or loaned to you; ongoing operations performed
by you or on your behalf, done under a contract
with that person or organization; "your work"; or
.your products'. We waive this right where you
have agreed to do so as part of a written contract,
executed by you prior to toss.
E. BLANKET ADDITIONAL INSURED — OWNERS,
MANAGERS OR LESSORS OF PREMISES
The following is added to SECTION 11 — WHO IS
AN INSURED:
Any person or organization that is a premises
owner, manager or lessor and that you have
agreed in a written contract or agreement to
name as an additional insured on this Coverage
Part is an insured, but only with respect to liability
for "bodily injury", "property damage", "personal
Injury" or "advertising Injury" that:
COMMERCIAL GENERAL LIABILITY
a. Is "bodily Injury" or "property damage" caused
by an "occurrence" that takes place, or "per-
sonal injury" or "advertising injury" caused by
an offense that is committed, after you have
signed and executed that contract or agree-
ment; and
b. Arises out of the ownership, maintenance or
use of that part of any premises leased to
you.
The insurance provided to such premises owner,
manager or lessor is subject to the following pro-
visions:
a. The limits of Insurance provided to such
premises owner, manager or lessor will be
the limits which you agreed to provide in the
written contract or agreement, or the limits
shown on the Declarations of this Coverage
Part, whichever are less.
b. The insurance provided to such premises
owner, manager or lessor does not apply to:
(1) "Bodily injury' or "property damage"
caused by an "occurrence" that takes
place, or "personal Injury" or "advertising
injury' caused by an offense that is com-
mitted, after you cease to be a tenant In
that premises; or
(2) Structural alterations, new construction or
demolition Operations performed by or on
behalf of such premises owner, manager
or lessor.
c. The insurance provided to such premises
owner, manager or lessor is excess over any
valid and collectible other insurance available
to such premises owner, manager or lessor,
unless you have agreed in a written contract
for this insurance to apply on a primary or
contributory basis.
F. BLANKET ADDITIONAL INSURED — LESSORS
OF LEASED EQUIPMENT
The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that is an equipment
lessor and that you have agreed in a written con-
tract or agreement to include as an additional in-
sured on this Coverage Part is an insured, but
only with respect to liability for "bodily Injury",
"property damage', `personal injury' or "advertis-
Ing injury" that:
a. Is "bodily injury" or "property damage" caused
by an "occurrence" that takes place, or'per-
sonal injury' or "advertising injury" caused by
an offense that is committed, after you have
CG D4 58 07 13 ® 2013 The Travelers Indemnity company. All rights reserved. Page 3 of 7
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
signed and executed that contract or agree-
ment; and
In. Is caused, in whole or in part, by your acts or
omissions in the maintenance, operation or
use by you of equipment leased to you by
such equipment lessor.
The insurance provided to such equipment lessor
Is subject to the following provisions:
is. The limits of insurance provided to such
equipment lessor will be the limits which you
agreed to provide in the written contract or
agreement, or the limits shown on the Decla-
rations of this Coverage Part, whichever are
less.
b. The insurance provided to such equipment
lessor does not apply to any "bodily injury" or
"property damage" caused by an "occurrence"
that takes place, or "personal injury" or "ad-
vertising injury" caused by an offense that is
committed, after the equipment lease expires.
c. The Insurance provided to such equipment
lessor is excess over any valid and collectible
other insurance available to such equipment
lessor, unless you have agreed in a written
contract for this insurance to apply on a pri-
mary or contributory basis.
G. INCIDENTAL MEDICAL MALPRACTICE
1. The following is added to the definition of "oc-
currence" in the DEFINITIONS Section:
Unless you are in the business or occupation
of providing professional health care services,
"occurrence" also means an act or omission
committed in providing or failing to provide
"incidental medical services" to a person.
2. The following is added to the DEFINITIONS
Section:
*Incidental medical services" means:
a. Medical, surgical, dental, laboratory, x-ray
or nursing service or treatment, advice or
Instruction, or the related furnishing of
food or beverages;
b, The furnishing or dispensing of drugs or
medical, dental, or surgical supplies or
appliances;
c. First aid: or
3. The following is added to Paragraph 2.a.(1) of
SECTION 11— WHO IS AN INSURED:
Unless you are in the business or occupation
of providing professional health care services,
Paragraphs (1)(a), (b), (c) and (d) above do
not apply to any "bodily injury" arising out of
any providing or failing to provide "incidental
medical services" by any of your "employees",
other than an employed doctor. Any such
"employees" providing or failing to provide
"incidental medical services" during their work
hours for you will be deemed to be acting
within the scope of their employment by you
or performing duties related to the conduct of
your business.
4. The following exclusion is added to Para-
graph 2., Exclusions, of SECTION I — COV-
ERAGES — COVERAGE A BODILY INJURY
AND PROPERTY DAMAGE LIABILITY:
Sale Of Pharmaceuticals
"Bodily injury" or "property damage" arising
out of the willful violation of a penal statute or
ordinance relating to the sale of pharmaceuti-
cals committed by, or with the knowledge or
consent of, the insured.
5. The following is added to Paragraph 5, of
SECTION III — LIMITS OF INSURANCE:
For the purposes of determining the applica-
ble Each Occurrence Limit, all related acts or
omissions committed in the providing or fall-
ing to provide "incidental medical services" to
any one person will be considered one 'oc-
currence'.
S. The following is added to Paragraph 4.b., Ex-
cess Insurance, of SECTION IV — COM-
MERCIAL GENERAL LIABILITY CONDI-
TIONS:
This insurance is excess over any valid and
collectible other Insurance, whether primary,
excess, contingent or on any other basis, that
Is available to any of your "employees" for
"bodily injury" that arises out of providing or
failing to provide "incidental medical services'
to any person to the extent not subject to
Paragraph 2.a.(1) of SECTION 11 — WHO IS
AN INSURED.
H. PERSONAL INJURY -- ASSUMED BY CON-
TRACT
d. "Good Samaritan services 1. The following replaces Exclusion e., Contrac-
tual Liability, in Paragraph 2. of SECTION 1
"Good Samaritan services" means any emer- — COVERAGES — COVERAGE B PER-
gency medical services for which no compen- SONAL AND ADVERTISING INJURY LI-
sation is demanded or received. ABILITY:
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Includes copyrighted male1al of Insurance Services Office, Inc with its permission.
e. Contractual Liability
"Personal injury" or "advertising injury" for
which the insured is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement. This
exclusion does not apply to:
(1) Liability for damages that the insured
would have in the absence of the
contract or agreement; or
(2) Liability for damages because of
"personal injury" assumed in a con-
tract or agreement that is an "insured
contract", provided that the "personal
injury" is caused by an offense com-
mitted subsequent to the execution of
the contract or agreement. Solely for
the purposes of liability assumed in
an "Insured contract", reasonable at-
torneys fees and necessary litigation
expenses incurred by or for a party
other than an insured will be deemed
to be damages because of"personal
injury", provided that:
(a) Liability to such parry for, or for
the cost of, that party's defense
has also been assumed in the
same "insured contract"; and
(b) Such attorney fees and litigation
expenses are for defense of that
party against a civil or alternative
dispute resolution proceeding in
which damages to which this in-
surance applies are alleged.
2. The following replaces the third sentence of
Paragraph 2. of SUPPLEMENTARY PAY-
MENTS — COVERAGES A AND B:
Notwithstanding the provisions of Paragraph
2.b.(2) of Section I — Coverage A — Bodily In-
jury And Property Damage Liability or Para-
graph 2.e. of Section I — Coverage B — Per-
sonal and Advertising Injury Liability, such
payments will not be deemed to be damages
because of 'bodily injury", "property damage"
or "personal injury", and will not reduce the
limits of Insurance.
3. The following replaces Paragraph 2.d. of
SUPPLEMENTARY PAYMENTS — COVER-
AGES A AND B:
d. The allegations in the "suit" and the in-
formation we know about the "occur-
rence" or offense are such that no conflict
appears to exist between the interests of
COMMERCIAL GENERAL LIABILITY
the Insured and the interests of the in-
demnitee;
4. The following replaces the first subparagraph
of Paragraph f. of the definition of "insured
contract" In the DEFINITIONS Section:
f. That part of any other contract or agree-
ment pertaining to your business (includ-
ing an Indemnification of a municipality in
connection with work performed for a
municipality) under which you assume the
tort liability of another party to pay for
"bodily Injury," 'property damage' or Offer -
serial injury" to a third person or organiza-
tion. Tort liability means a liability that
would be imposed by law in the absence
of any contract or agreement.
1. AMENDED BODILY INJURY DEFINITION
The following replaces the definition of "bodily in-
jury' in the DEFINITIONS Section:
'Bodily injury' means bodily injury, mental an-
guish, mental injury, shock, fright, disability, hu-
miliation, sickness or disease sustained by a per-
son, including death resulting from any of these at
any time.
J. BODILY INJURY TO CO -EMPLOYEES AND
CO -VOLUNTEER WORKERS
The following is added to Paragraph 2.a.(1) of
SECTION II — WHO IS AN INSURED:
Paragraph (1)(a) above does not apply to "bodily
Injury" to a co "employee" in the course of the co -
"employee's" employment by you or performing
duties related to the conduct of your business, or
to 'bodily injury" to your other "volunteer workers"
while performing duties related to the conduct of
your business.
K. AIRCRAFT CHARTERED WITH CREW
The foltowing is added to Exclusion g., Aircraft,
Auto Or Watercraft, in Paragraph 2. of SECTION
I — COVERAGES — COVERAGE A BODILY IN-
JURY AND PROPERTY DAMAGE LIABILITY:
This exclusion does not apply to an aircraft that
is:
(a) Chartered with crew to any insured;
(b) Not owned by any Insured; and
(c) Not being used to carry any person or prop-
erty for a charge.
L. NON -OWNED WATERCRAFT
1. The following replaces Paragraph (2) of Ex-
clusion g., Aircraft, Auto Or Watercraft, in
Paragraph 2, of SECTION I — COVERAGES
— COVERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIABILITY:
CG D4 56 07 13 02013 The Traveiers Indemnity Company. hit rights reserved. Page 5 of 7
Includes copyrighted material of Insurance Sevices Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
(2) A watercraft you do not own that is:
e. The following provisions apply to Paragraph
(a) Fifty feet long or less; and
a. above, but only for the purposes of the in-
surance provided under this Coverage Part to
(b) Not being used to carry any person or
you or any insured listed in Paragraph 1, or 2.
property for a charge.
of Section 11— Who Is An Insured:
2. The following is added to Paragraph 2. of
(1) Notice to us of such "occurrence" or of -
SECTION II — WHO IS AN INSURED:
fense must be given as soon as practica-
Any person or organization that, with your ex-
ble only after the "occurrence" or offense
press or implied consent, either uses or is re-
is known to you (If you are an Individual),
sponsible for the use of a watercraft that you
any of your partners or members who is
do not own that is:
an individual (if you are a partnership or
(1) Fifty feet long or less; and
joint venture), any of your managers who
(2) Not being used to carry any person or
is an individual (if you are a limited liability
company), any of your trustees who is an
property for a charge.
individual (if you are a trust), any of your
M. INCREASED SUPPLEMENTARY PAYMENTS
"executive officers" or directors (if you are
1, The following replaces Paragraph 1.b, of
an organization other than a partnership,
SUPPLEMENTARY PAYMENTS — COVER-
joint venture, limited liability company or
AGES A AND B of SECTION I — COVER-
trust) or any "employee" authorized by
AGES:
you to give notice of an occurrence" or
b, Up to $2,500 for cost of bail bonds re-
offense.
quired because of accidents or traffic law
(2) If you are a partnership, joint venture, lim-
violations arising out of the use of any
iced liability company or trust, and none of
vehicle to which the Bodily Injury Liability
your partners, joint venture members,
Coverage applies. We do not have to fur-
managers or trustees are individuals, no-
nish these bonds.
lice to us of such `occurrence" or offense
2. The following replaces Paragraph 1.d. of
must be given as soon as practicable only
SUPPLEMENTARY PAYMENTS — COVER-
after the "occurrence" or offense is known
AGES A AND B of SECTION I — COVER-
by;
AGES'
(a) Any individual who is:
d. All reasonable expenses incurred by the
(i) A partner or member of any part -
insured at our request to assist us in the
Warship orjolnt venture;
investigation or defense of the claim or
`suit", including actual loss of earnings up
(ii) A manager of any limited liability
to $500 a day because of time off from
company;
work.
(111) A trustee of any trust; or
N. MEDICAL PAYMENTS —INCREASED LIMIT
(iv) An executive officer or director of
The following replaces Paragraph 7. of SECTION
any other organization;
III—LIMITS OF INSURANCE:
that is your partner, joint venture
7. Subject to 6. above, the Medical Expense
member, manager or trustee; or
Limit is the most we will pay under Coverage
C. for all medical expenses because of "bad-
(b) Any "employee" authorized by such
fly injury" sustained by any one person, and
partnership, joint venture, limited li-
will be the higher of:
ability company, trust or other organi-
'occur-
zation to give notice of an
rence" or offense.
(b) The amount shown on the Declarations of
(3) Notice to us of such "occurrence" or of -
this Coverage Part for Medical Expense
fense will be deemed to be given as soon
Limit.
as practicable if it is given in good faith as
O. KNOWLEDGE AND NOTICE OF OCCUR-
soon as practicable to your workers'
R£NCE OR OFFENSE
compensation insurer. This applies only If
The following is added to Paragraph 2., Duties In
you subsequently give notice to us of the
The Event of Occurrence, Offense, Claim or
"occurrence" or offense as soon as prac-
Suit, of SECTION IV — COMMERCIAL GEN-
ticable after any of the persons described
ERAL LIABILITY CONDITIONS:
in Paragraphs e.(1) or (2) above discov-
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Includes copyrighted material of Insurance Services Office, Inc. with its permission.
at$ that the 'occurrence' or offense may
result in sums to which the Insurance
provided under this Coverage Part may
apply.
However, if this policy includes an endorse-
ment that provides limited coverage for "bod-
ily injury" or "property damage" or pollution
costs arising out of a discharge, release or
escape of "pollutants" which contains a re-
quirement that the discharge, release or es-
cape of "pollutants" must be reported to us
within a specific number of days after its
abrupt commencement, this Paragraph e,
does not affect that requirement.
COMMERCIAL GENERAL LIABILITY
your rights under this insurance. However, this
provision does not affect our right to collect addi-
tional premium or to exercise our rights of cancel-
lation or nonrenewal in accordance with applica-
ble insurance laws or regulations.
Q. REASONABLE FORCE — BODILY INJURY OR
PROPERTY DAMAGE
The following replaces Exclusion a., Expected Or
Intended Injury, in Paragraph 2. of SECTION I —
COVERAGES — COVERAGE A BODILY IN-
JURY AND PROPERTY DAMAGE LIABILITY:
a. Expected or Intended Injury or Damage
P. UNINTENTIONAL OMISSION "Bodily injury" or "property damage" expected
The following is added to Paragraph 6., Repre- or intended from the standpoint of the in-
sentations, of SECTION IV — COMMERCIAL sured. This exclusion does not apply to "bod-
GENERAL LIABILITY CONDITIONS: ily injury" or "property damage" resulting from
The unintentional omission of, or unintentional er. the use of reasonable force to protect any
ror in, any information provided by you which we person or property.
relied upon in Issuing this policy will not prejudice
CG 04 $6 07 13 0 2013 The Travelers Indemnity Company. A rights reserved. Page 7 of 7
Includes copyrighted material of Insurance Services Office, Inc. with ds permission.
Policy Number: 6306J492624=17
3. The following replaces Paragraph a. of the
definition of "insured contract" in the DEFINI-
TIONS Section:
a. A contract for a lease of premises. How-
ever, that portion of the contract for a
lease of premises that indemnifies any
person or organization for damage to
premises while rented to you, or tempo-
rarily occupied by you with permission of
the owner, caused by:
(1) Fire;
(2) Explosion;
(3) Lightning;
(4) Smoke resulting from such fire, ex-
plosion, or lightning; or
(5) Water.
is not an "Insured contract";
4. The following replaces Paragraph 4.b.(1)(b)
of SECTION IV — COMMERCIAL GENERAL
LIABILITY CONDITIONS:
(b) That is insurance for premises rented to
you, or temporarily occupied by you with
the permission of the owner;
D. BLANKET WAIVER OF SUBROGATION
The following is added to Paragraph 8., Transfer
Of Rights Of Recovery Against Others To Us,
of SECTION IV — COMMERCIAL GENERAL LI-
ABILITY CONDITIONS:
We waive any right of recovery we may have
against any person or organization because of
payments we make for injury or damage arising
out of promises owned or occupied by or rented
or loaned to you; ongoing operations performed
by you or on your behalf, done under a contract
with that person or organization; "your work"; or
.your products". We waive this right where you
have agreed to do so as part of a written contract,
executed by you prior to loss.
E. BLANKET ADDITIONAL INSURED — OWNERS,
MANAGERS OR LESSORS OF PREMISES
The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that is a premises
owner, manager or lessor and that you have
agreed in a written contract or agreement to
name as an additional insured on this Coverage
Part is an insured, but only with respect to liability
for "bodily injury", "properly damage", "personal
Injury" or "advertising injury" that:
COMMERCIAL GENERAL LIABILITY
a. Is "bodily injury" or "property damage" caused
by an "occurrence" that takes place, or "per-
sonal injury" or "advertising injury" caused by
an offense that is committed, after you have
signed and executed that contract or agree-
ment; and
Ill. Arises out of the ownership, maintenance or
use of that part of any premises leased to
you.
The insurance provided to such premises owner,
manager or lessor is subject to the following pro-
visions:
a. The limits of Insurance provided to such
premises owner, manager or lessor will be
the limits which you agreed to provide in the
written contract or agreement, or the limits
shown on the Declarations of this Coverage
Part, whichever are less.
b. The insurance provided to such premises
owner, manager or lessor does not apply to:
(1) "Bodily injury' or "property damage"
caused by an "occurrence" that takes
place, or "personal injury' or "advertising
injury" caused by an offense that is com-
mitted, after you cease to be a tenant in
that premises; or
(2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such premises owner, manager
or lessor.
c. The insurance provided to such promises
owner, manager or lessor Is excess over any
valid and collectible other insurance available
to such premises owner, manager or lessor,
unless you have agreed In a written contract
for this insurance to apply on a primary or
contributory basis.
F. BLANKET ADDITIONAL INSURED — LESSORS
OF LEASED EQUIPMENT
The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that is an equipment
lessor and that you have agreed in a written con-
tract or agreement to include as an additional in-
sured on this Coverage Part is an insured, but
only with respect to liability for "bodily injury',
"property damage", "personal injury' or "advertis-
ing injury" that:
a. Is 'bodily injury" or "property damage" caused
by an "occurrence" that lakes place, or'per-
sonal injury" or "advertising injury" caused by
an offense that is committed, after you have
CG D4 58 07 13 ® 2013 The Travelers Indemnity Company, All rights reserved. Page 3 of 7
includes copyrighted material of Insurance Services Office, Inc. with Its permission.
AgJk
TRA GLE SJ WORKERS COMPENSATION
AND
EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 04 03 06 (01) —
POLICYNUMBER: UB -6j496371 -TIL -17
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
ENDORSEMENT -CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in
the work described in the Schedule.
THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE % OF THE CALIFORNIA WORKERS'
COMPENSATION PREMIUM OTHERWISE DUE ON SUCH REMUNERATION,
SCHEDULE
PERSON OR ORGANIZATION
DATE OF ISSUE: - - ST ASSIGN:
JOB DESCRIPTION