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Cubic ITS Inc (formerly Trafficware Group Inc); 2018-06-15; TRAN1672
TRAN1672 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR TRAFFIC SIGNAL CONTROLLERS AND ATMS EQUIPMENT CUBIC ITS, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending and amending the agreement dated June 15, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Cubic ITS, Inc., a Texas corporation, formally Trafficware Group, Inc. (“Contractor") (collectively, the “Parties”) for traffic signal controllers and ATMS equipment. RECITALS A.The Parties desire to alter the Agreement’s scope of work to include a new controller that was not available at the time the original contract was established and to request a 2% increase on the total amount; and B.The Parties desire to extend the Agreement for a period of one (1) year; and C.The Parties desire to remove “Piggyback Clause”, Section Item 3 within the Master Purchase Agreement; and D.The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1.The Agreement is hereby extended for a period of one (1) year to June 14, 2021. 2.Section 3, Piggyback Clause, is hereby deleted and removed from the Agreement. 3.In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total Agreement amount shall not exceed two million five hundred thousand dollars ($2,500,000). 4.City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed seven hundred fifty thousand dollars ($750,000). Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 5.Contractor will complete all work described in Exhibit “A” by June 13, 2021. 6.All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 7.All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. DocuSign Envelope ID: 7A01B7C4-4837-4CD4-B4BC-BCCCB54A5C6A June 16th TRAN1672 City Attorney Approved Version 1/30/13 2 8.The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California CUBIC ITS, INC., a Texas corporation By: By: (sign here) Scott Chadwick, City Manager Joe Cluster Vice President & General Manager (print name/title) By: (sign here) Rhys Williams, Treasurer (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 7A01B7C4-4837-4CD4-B4BC-BCCCB54A5C6A TRAN1672 3 EXHIBIT “A” SCOPE OF SERVICES DocuSign Envelope ID: 7A01B7C4-4837-4CD4-B4BC-BCCCB54A5C6A TRAN1672 4 The following items are added (shaded in green) to the Attached Performance Add-ons Cost Sheet - RM Commander: This is a new controller that was not available at the time the original contract was established. This could be a potential future upgrade from 2070's for new intersections and knock-downs. Pod Access Point Kits: Two different types of Access Point Kits (one radio and three radio) for the pod detection system The following items are removed (shaded in red) from the Performance Add-ons Cost Sheet - Parking Guidance Module Fleet Monitoring Wavetronix Module Opticom Module Medeco Traffic Cabinet Securtiy Locking System (a few discontinued items) –The following items were a one-time purchase (shaded in gray) already exercised and acquired by the City - Advanced Traffic Management System Virtual Controller Software for Windows BlueTOAD Module SynchroGreen Central DocuSign Envelope ID: 7A01B7C4-4837-4CD4-B4BC-BCCCB54A5C6A Item No.Description Estimated Quantity and Units Unit Price Total Requested % Increase 2020 2020 $ Increase 2020 Unit Price A Connected Vehicle Module Connected Vehicle Module including Integration & Installation (inc. 2 data feeds)Lump Sum $85,000.00 $85,000.00 2.00%$1,700.00 $86,700.00 Connected Vehicle Server Each $19,595.00 $19,595.00 2.00%$391.90 $19,986.90 Connected Vehicle, Per data feed, first time integration support Each $15,000.00 $15,000.00 2.00%$300.00 $15,300.00 Connected Vehicle, Per data feed, annual support Each $5,000.00 $5,000.00 2.00%$100.00 $5,100.00 Large Server for Connect Vehicle Module Each $18,000.00 $18,000.00 2.00%$360.00 $18,360.00 Connected Vehicle Software Maintenance Agreement, per year Each $15,300.00 $15,300.00 2.00%$306.00 $15,606.00 B Street Sync: Laptop/Tablet access to Controllers Street Sync Module and 5 Laptop/Tablet Licenses Lump Sum $15,000.00 $15,000.00 2.00%$300.00 $15,300.00 Street Sync Laptop License #1 Each $5,000.00 $5,000.00 2.00%$100.00 $5,100.00 Street Sync Laptop License, per laptop/tablet (#2 - 100)5 $1,000.00 $5,000.00 2.00%$20.00 $1,020.00 C CCTV Module Closed Circuit TV Module Lump Sum $31,125.00 $31,125.00 2.00%$622.50 $31,747.50 D Battery Back-up UPS Module Battery Back-up UPS Module Lump Sum $31,125.00 $31,125.00 NA $0.00 $0.00 E Transit Signal Priority Module* Transit Signal Priority Module Lump Sum $22,500.00 $22,500.00 2.00%$450.00 $22,950.00 Transit Signal Priority Intersection Software License, per intersection Each $900.00 $900.00 2.00%$18.00 $918.00 F TEAMS Asset Management Module TEAMS Asset Management Licensing & Set-up (up to 250 intersections)Lump Sum $61,250.00 $61,250.00 2.00%$1,225.00 $62,475.00 TEAMS Annual Maintenance Fee, per year (for 3 years)3 $7,750.00 $23,250.00 2.00%$155.00 $7,905.00 G Web.now Module Web.now Module Lump Sum $60,000.00 $60,000.00 NA $0.00 $0.00 H Parking Guidance (as ATMS module) Parking Guidance Base Price Lump Sum $30,000.00 $30,000.00 NA $0.00 $0.00 Parking Guidance Remote Integration Lump Sum $10,000.00 $10,000.00 NA $0.00 $0.00 I PodCONNECT Central Software PodCONNECT Central (Server License - does not include integration)Each $35,000.00 $35,000.00 2.00%$700.00 $35,700.00 J Emergency.now Emergency.now & Integration Base Price Lump Sum $530,000.00 $530,000.00 2.00%$10,600.00 $540,600.00 Emergency.now, per intersection license and database development, per intersection adder Each $6,000.00 $6,000.00 2.00%$120.00 $6,120.00 K Fleet Monitoring Fleet Monitoring Base Price & Remote Integration Lump Sum $35,000.00 $35,000.00 NA $0.00 $0.00 Fleet Monitoring, per intersection adder Each $1,000.00 $1,000.00 NA $0.00 $0.00 L Advanced Communications Module Advanced Communications Module Base Price (per 200 additional drops)Lump Sum $20,000.00 $20,000.00 2.00%$400.00 $20,400.00 M Changeable Message Sign Module Changeable Message Sign Module Lump Sum $31,125.00 $31,125.00 2.00%$622.50 $31,747.50 N Disaster Recovery Module Disaster Recovery Module Lump Sum $62,250.00 $62,250.00 2.00%$1,245.00 $63,495.00 O Wavetronix Module Wavetronix Module: Model Smartsensor 105 Lump Sum $31,125.00 $31,125.00 NA $0.00 $0.00 P Opticom Module Opticom Module: Model 752 & 754 recievers Lump Sum $31,125.00 $31,125.00 NA $0.00 $0.00 Q ATMS Add-ons ATMS.now - intersection graphics development, per intersection Each $250.00 $250.00 2.00%$5.00 $255.00 Custom Software Development, per hour Each $250.00 $250.00 2.00%$5.00 $255.00 R Additional Training Controller Software Training, per day Each $2,500.00 $2,500.00 2.00%$50.00 $2,550.00 ATMS.now Training, per day Each $2,500.00 $2,500.00 2.00%$50.00 $2,550.00 Trafficware Technical Training, per day Each $2,500.00 $2,500.00 2.00%$50.00 $2,550.00 S Pod Detection System Pod Access Point Kit (3 Radios)Each $4,050.00 $4,050.00 NA $0.00 $4,050.00 Pod Access Point Kit (1 Radio)Each $3,750.00 $3,750.00 NA $0.00 $3,750.00 Rackmount Base Station Kit Each $3,250.00 $3,250.00 2.00%$65.00 $3,315.00 SDLC Cable Each $120.00 $120.00 2.00%$2.40 $122.40 EX Card, Single Wide Each $332.50 $332.50 2.00%$6.65 $339.15 EX Card, Double Wide Each $332.50 $332.50 2.00%$6.65 $339.15 Omni Antenna, 900 MHz Each $135.00 $135.00 2.00%$2.70 $137.70 Lightning Suppression for Antenna Each $217.50 $217.50 2.00%$4.35 $221.85 Mounting Bracket for Omni Antenna (straps not inc.)Each $62.50 $62.50 2.00%$1.25 $63.75 RF Cable, 6 ft, for Omni Antenna Each $70.00 $70.00 2.00%$1.40 $71.40 EIA-485 Lightning Suppression Each $317.50 $317.50 2.00%$6.35 $323.85 EIA-485 Cable, per foot Each $0.63 $0.63 2.00%$0.01 $0.64 Large Panel Antenna Kit Each $647.50 $647.50 2.00%$12.95 $660.45 TRAN1672 - Amendment No. 1 Exhibit "A" (continued) DocuSign Envelope ID: 7A01B7C4-4837-4CD4-B4BC-BCCCB54A5C6A Antenna, Panel Directional, 900 MHz Each $170.00 $170.00 2.00%$3.40 $173.40 Lightning Suppression for Antenna Each $217.50 $217.50 2.00%$4.35 $221.85 RF Cable, 6 ft Each $70.00 $70.00 2.00%$1.40 $71.40 Small Panel Antenna Kit (8")Each $665.00 $665.00 2.00%$13.30 $678.30 Antenna, Sm Panel, 9000M, IP67, 8dBi Each $160.00 $160.00 2.00%$3.20 $163.20 Bracket, Antenna Mount, Tilt 60 Deg Each $27.50 $27.50 2.00%$0.55 $28.05 Lightning Suppression for Antenna Each $217.50 $217.50 2.00%$4.35 $221.85 RF Cable, 6 ft Each $70.00 $70.00 2.00%$1.40 $71.40 Pod Sensor (w/ Clamshell)Each $400.00 $400.00 2.00%$8.00 $408.00 Epoxy, Joint sealant Each $40.00 $40.00 2.00%$0.80 $40.80 Dual applicator for Epoxy, Joint sealant Each $125.00 $125.00 2.00%$2.50 $127.50 Clamshell Each $9.00 $9.00 2.00%$0.18 $9.18 RF Splitter, 900 MHz ***Requires 2 x [8005-0306] RF Cable for Splitter***Each $165.00 $165.00 2.00%$3.30 $168.30 RF Cable for RF Splitter Each $120.00 $120.00 2.00%$2.40 $122.40 RF Cable, RG142, RPTNC to Type N Male, 12ft Each $90.00 $90.00 2.00%$1.80 $91.80 Clamp Kit, Panel antenna mounting, 84"Each $162.50 $162.50 2.00%$3.25 $165.75 SDLC Cable (with Lugs on one end)Each $62.50 $62.50 2.00%$1.25 $63.75 SDLC Cable (with one end open)Each $120.00 $120.00 2.00%$2.40 $122.40 Qty (Per Expansion Card) EIA-485 Cable, 1 ft Each $14.00 $14.00 2.00%$0.28 $14.28 Bracket, Antenna Mnt, 8.8" Height Each $20.00 $20.00 2.00%$0.40 $20.40 Bar code scanner Each $2.50 $2.50 2.00%$0.05 $2.55 S (cont)Nylon Plug, Deep Burial, 1" (Requires order of [3A421-0000] Spacer)Each $10.00 $10.00 2.00%$0.20 $10.20 Nylon Plug, Deep Burial, 2" (Requires order of [3A421-0000] Spacer)Each $16.00 $16.00 2.00%$0.32 $16.32 Nylon Plug, Deep Burial, 3" (Requires order of [3A421-0000] Spacer)Each $22.00 $22.00 2.00%$0.44 $22.44 Nylon Plug, Deep Burial, 4" (Requires order of [3A421-0000] Spacer)Each $28.00 $28.00 2.00%$0.56 $28.56 Spacer for Nylon Plug, Deep Burial (all sizes)Each $2.00 $2.00 2.00%$0.04 $2.04 Milwaukee SDS-Max Rotary Hammer Drill Each $1,000.00 $1,000.00 2.00%$20.00 $1,020.00 4.5 inch Percussion Core Bit (Dry Cut) DrillTec CB-365-450 Each $554.00 $554.00 2.00%$11.08 $565.08 4.5 inch Percussion Replacement Pilot Bit CB-985-900 Each $61.50 $61.50 2.00%$1.23 $62.73 Tool, Drill Bit, 4.25" Hole Cutter Each $59.00 $59.00 2.00%$1.18 $60.18 Adapter, Drill Bit Each $425.00 $425.00 2.00%$8.50 $433.50 Qty (3) Screw, S/S, Tap Bolt, 5/16-18x3/4"Each $0.51 $0.51 2.00%$0.01 $0.52 RF notch filter, 930 MHZ, N-FEM Each $325.00 $325.00 2.00%$6.50 $331.50 RF band bypass filter, 915 MHZ, N-FEM Each $475.00 $475.00 2.00%$9.50 $484.50 RMBS Enclosure (Shelf Mount)Each $500.00 $500.00 2.00%$10.00 $510.00 T Medeco Traffic Cabinet Securtiy Locking System Medeco XT Traffic Signal Cabinet Main Door Lock SQUARE BOLT Each $355.00 $355.00 2.00%$7.10 $362.10 Medeco XT Traffic Signal Cabinet Main Door Lock SLANT BOLT Each $355.00 $355.00 2.00%$7.10 $362.10 Medeco XT SFIC (Core Only)Each $277.00 $277.00 2.00%$5.54 $282.54 Medeco XT Industrial Key (key only)Each $135.00 $135.00 2.00%$2.70 $137.70 Medeco XT Slim Line Key (key only)Each $103.00 $103.00 2.00%$2.06 $105.06 Medeco XT Slim Line Key - Slim Line "S" Key (faster processor)Each $124.00 $124.00 2.00%$2.48 $126.48 Medeco XT Slim Line Key - Bluetooth Each $156.00 $156.00 2.00%$3.12 $159.12 Medeco XT Industrial Demo/Install Key (for use on unassigned locks)Each $198.00 $198.00 2.00%$3.96 $201.96 Medeco XT Slim Line Demo/Install Key (G2 - for use on unassigned locks)Each $198.00 $198.00 2.00%$3.96 $201.96 Medeco XT Industrial Key (includes EA-100088 Charging Adapter & USB Cable)Each $156.00 $156.00 2.00%$3.12 $159.12 Medeco XT Slim Line Key (includes EA-100088 Charging Adapter & USB Cable)Each $133.00 $133.00 2.00%$2.66 $135.66 Medeco XT Key Program Station Each $253.00 $253.00 2.00%$5.06 $258.06 Bluetooth Programmer Each $695.00 $695.00 2.00%$13.90 $708.90 Medeco XT Remote Programmer with VeraPass Software Each $3,765.50 $3,765.50 2.00%$75.31 $3,840.81 Medeco XT Remote Programmer Each $3,766.50 $3,766.50 2.00%$75.33 $3,841.83 Wall Mount Kit for EA-100158 Each $50.96 $50.96 2.00%$1.02 $51.98 Desktop Stand for EA-100158 Each $92.56 $92.56 2.00%$1.85 $94.41 G8R Series Padlock Assembly, 5/16" Shackle (less cylinder)Each $126.00 $126.00 2.00%$2.52 $128.52 G8R Series Padlock Assembly, 7/16" Shackle (less cylinder)Each $126.00 $126.00 2.00%$2.52 $128.52 XT T-Handle Cylinder w/ spring latch (for G8R Padlock)Each $265.00 $265.00 2.00%$5.30 $270.30 XT T-Handle Cylinder w/ deadbolt (for G8R Padlock)Each $265.00 $265.00 2.00%$5.30 $270.30 PC Charger Kit (USB Cable & EA-100088 Charging Adapter)Each $77.10 $77.10 2.00%$1.54 $78.64 USB Wall Charger Kit (94-0290 & Wall Power Adapter)Each $102.00 $102.00 2.00%$2.04 $104.04 USB Vehicle Charger Kit (94-0290 & Vehicle Power Adapter)Each $101.00 $101.00 2.00%$2.02 $103.02 Multi-Key Charger (charger only- for up to 10 Keys)Each $579.00 $579.00 2.00%$11.58 $590.58 Medeco XT Key Charging Adapter ONLY Each $53.00 $53.00 2.00%$1.06 $54.06 USB Cable Each $25.00 $25.00 2.00%$0.50 $25.50 T (cont)Small bristle brush (non-metallic) for cleaning cylinders & locks Each $26.00 $26.00 2.00%$0.52 $26.52 Deoxit Contact Cleaning Pen (gold contact cleaner)Each $61.00 $61.00 2.00%$1.22 $62.22 Medeco XT Web Basic (annual fee)Each $700.00 $700.00 2.00%$14.00 $714.00 Medeco XT Web Plus - Includes remote and mobile programming (annual fee)Each $2,200.00 $2,200.00 2.00%$44.00 $2,244.00 Medeco XT Web Advance - Includes data analytics (annual fee)Each $3,600.00 $3,600.00 2.00%$72.00 $3,672.00 TRAN1672 - Amendment No. 1 Exhibit "A" (continued) DocuSign Envelope ID: 7A01B7C4-4837-4CD4-B4BC-BCCCB54A5C6A Medeco XT Solo (Does not support remote or mobile programming)Each $930.00 $930.00 2.00%$18.60 $948.60 Medeco XT Solo Software Maintenance ANNUAL FEE Each $185.00 $185.00 2.00%$3.70 $188.70 Medeco XT Advanced Self-Hosted Software Each $16,000.00 $16,000.00 2.00%$320.00 $16,320.00 Medeco XT Advanced - Self Host Software Maintenance ANNUAL FEE Each $2,400.00 $2,400.00 2.00%$48.00 $2,448.00 Enhanced USB System Dongle (required for user-hosted systems)Each $74.40 $74.40 2.00%$1.49 $75.89 U DSRC Units RSU with combined BlueTOAD Spectra travel time Each $6,200.00 $6,200.00 2.00%$124.00 $6,324.00 RSU (without BlueTOAD)Each $3,200.00 $3,200.00 2.00%$64.00 $3,264.00 BlueTOAD RDU Connected Vehicle Application software Each $395.00 $395.00 2.00%$7.90 $402.90 MAP/SPaT Creation, per intersection Each $500.00 $500.00 2.00%$10.00 $510.00 On-Board Unit Each $2,850.00 $2,850.00 2.00%$57.00 $2,907.00 Initial FCC License Application (One area license per region required)Each $2,500.00 $2,500.00 2.00%$50.00 $2,550.00 Multiple Site FCC Licenses, per intersection Each $250.00 $250.00 2.00%$5.00 $255.00 RSU Data Collection and Management Service System Each $1,200.00 $1,200.00 2.00%$24.00 $1,224.00 Onsite Support, Training & Documentation, per day Each $2,500.00 $2,500.00 2.00%$50.00 $2,550.00 Enterprise Class Server (with RSU Data Collection and Management Service System)Each $25,000.00 $25,000.00 2.00%$500.00 $25,500.00 Service Fee (1st year of software upgrades), per RSU Each $1,900.00 $1,900.00 2.00%$38.00 $1,938.00 RSU Roadside Unit (inc. software, antenna & GPS)Each $4,000.00 $4,000.00 2.00%$80.00 $4,080.00 RSU with Wifi interface (inc. software, antenna & GPS)Each $4,100.00 $4,100.00 2.00%$82.00 $4,182.00 RSU with Wifi and LTE interface (inc. software, antenna & GPS)Each $4,250.00 $4,250.00 2.00%$85.00 $4,335.00 RSU Stick Antenna V2X RSU Stick Antenna (spares)Each $175.00 $175.00 2.00%$3.50 $178.50 RSU GPS Timing Antenna V2X RSU Timing Antenna (spares)Each $99.00 $99.00 2.00%$1.98 $100.98 V Commander Controllers Commander Rackmount Controller with Scout Software Each $4,500.00 $4,500.00 NA $0.00 $4,500.00 Commander TS2-Type 1 Each $4,725.00 $4,725.00 NA $0.00 $4,725.00 Commander Controller Type 1 and 2 with D connector Each $4,725.00 $4,725.00 NA $0.00 $4,725.00 TRAN1672 - Amendment No. 1 Exhibit "A" (continued) DocuSign Envelope ID: 7A01B7C4-4837-4CD4-B4BC-BCCCB54A5C6A Item No. Estimated Quantity and Units Unit Price Total Requested % Increase 2020 2020 $ Increase 2020 Unit Price 1 Advanced Traffic Management System: ATMS.now Software including Integration & Installation Lump Sum $259,500.00 $259,500.00 NA 0.00 $0.00 ATMS.now Server 1 $18,000.00 $18,000.00 NA 0.00 $0.00 ATMS.now Training, per day 5 $2,500.00 $12,500.00 NA 0.00 $0.00 Tax & Freight for Hardware Lump Sum $1,595.00 $1,595.00 NA 0.00 $0.00 2 2070 ATC Controller Unit including 3-year site license: 2070 ATC Controller with controller firmware w/ DSRC and Web Support 180 $1,995.00 $359,100.00 2.00%39.90 $2,034.90 Virtual Controller for Windows(3 Licenses)3 $0.00 $0.00 NA 0.00 $0.00 Tax & Freight for Hardware Lump Sum $33,300.00 $33,300.00 NA 0.00 $0.00 3 ATMS Technology Module 1: Signal Performance Measure Cloud Service annual cost (180 intersections x $144 per year, per intersection x 3 years)540 $144.00 $77,760.00 2.00%2.88 $146.88 4 ATMS Technology Module 2: BlueTOAD Travel Time Module Lump Sum $5,000.00 $5,000.00 NA 0.00 $0.00 12 Technical Support (Phone) Technical Support (Phone), price per hour 200 $0.00 $0.00 2.00%0.00 $0.00 13 Technical Support (Onsite) Technical Support (Onsite), price per hour 100 $250.00 $25,000.00 2.00%5.00 $255.00 14 Upgrades to ATMS for 3 Years ATMS Software Maintenance Agreement, price per year 3 $30,000.00 $90,000.00 2.00%600.00 $30,600.00 15 Upgrades to ATC Firmware for 3 Years ATC Firmware Upgrades, price per year 3 $0.00 $0.00 2.00%0.00 $0.00 16 Fees and Software to Operate 5 Corridors in Adaptive Operations with 10 Signalized Intersections Per Corridor SynchroGreen Central & Intersection Software including Integration Lump Sum $520,000.00 $520,000.00 NA 0.00 $0.00 SynchroGreen Central System Software (Quantity of 1 = $10,000.00) SynchroGreen Intersection Software, Configuration & Integration, per intersection (Quantity of 50 x $10,200 = $510,000.00)2.00%204.00 $10,404.00 SynchroGreen Software Maintenance Agreement, per year (50 intersections x 3 years)150 $500.00 $75,000.00 2.00%10.00 $510.00 SynchroGreen Training, per day 2 $2,500.00 $5,000.00 2.00%50.00 $2,550.00 Grand Total:$1,481,755.00 Description TRAN1672 - Amendment No. 1 Exhibit "A" (continued) DocuSign Envelope ID: 7A01B7C4-4837-4CD4-B4BC-BCCCB54A5C6A 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. $ CERTIFICATE HOLDER © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE OTHER: LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED HIRED NON-OWNEDAUTOS ONLY AUTOS AUTOS ONLY AUTOS ONLY COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ $ INSD ADDL WVD SUBR N / A $ (Ea accident) (Per accident) The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE $ $ $ $ $ QHQJH2HF 10/01/2020 City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 4668 ECM #35050 New York, NY 10163-4668 1,000,000 1,000,000 713-877-8975 713-877-8974 Continental Casualty Company D American Casualty Company of Reading, Pennsylvania 1,000,000 10,000,000 20494 10/01/202010/01/2019 10/01/202010/01/2019 1,000,000 1,000,000 3,000,000 20443 A Transportation Insurance Company 6075838847 5094621644 A BC 3,000,000 10,000,000 N MCGRIFF, SEIBELS & WILLIAMS OF TEXAS, INC. 818 Town & Country Blvd, Suite 500 Houston, TX 77024-4549 Advanced Traffic Solutions, Inc. (ATS) Trafficware, LLC, Trafficware Group, Inc. Trafficware Data Services, LLC 522 Gillingham Drive Sugar Land, TX 77478 09/24/2019 10/01/2019 WC6072902292- AZ, OR & MAWC6072902258 - CA WC6072902177 - AOS 10/01/2019 1,000,000 10/01/2020 City of Carlsbad/CMWD is included as Additional Insured-Designated Person or Organization on the General Liability and Umbrella Liability policy as respects the insured's ongoing operations or in connection with premises owned by or rented to the insured. A Waiver of Subrogation is provided as respects to Workers' Compensation. In the event of cancellation by the insurance companies, the policies have been endorsed to provide (30) days Notice of Cancellation (except for 10 days for non-payment of premium) to the certificate holder shown below. All where required by written contract subject to policy terms, conditions and exclusions. 1,000,000 6075780061 20427 Continental Insurance Company X XX X X X X X X X X X Page 1 of 1 CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees or Contractors -with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part,but only with respect to liability for bodily injury,property damage or personal and advertising injury caused in whole or in part by your acts or omissions,or the acts or omissions of those acting on your behalf: A.in the performance of your ongoing operations subject to such written contract;or B.in the performance of your work subject to such written contract,but only with respect to bodily injury or property damage included in the products-completed operations hazard,and only if: 1.the written contract requires you to provide the additional insured such coverage;and 2.this coverage part provides such coverage. II.But if the written contract requires: A.additional insured coverage under the 11-85 edition,10-93 edition,or 10-01 edition of CG2010,or under the 10- 01 edition of CG2037;or B.additional insured coverage with "arising out of"language;or C.additional insured coverage to the greatest extent permissible by law; then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of your work that is subject to such written contract. III.Subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: A.coverage broader than required by the written contract;or B.a higher limit of insurance than required by the written contract. IV.The insurance granted by this endorsement to the additional insured does not apply to bodily injury,property damage,or personal and advertising injury arising out of: A.the rendering of,or the failure to render,any professional architectural,engineering,or surveying services, including: 1.the preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders,change orders or drawings and specifications;and 2.supervisory,inspection,architectural or engineering activities;or B.any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. V.Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this coverage part: 6075838847CNA75079XX(10-16)Policy No: 20Page1 of 2 Endorsement No: CONTINENTAL CASUALTY COMPANY Effective Date: 10/01/2019 CUBIC CORPORATIONInsuredName: Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission.40020004760758388476721 CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees or Contractors -with Products-Completed Operations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured,this insurance is primary to and will not seek contribution from such other insurance,provided that a written contract requires the insurance provided by this policy to be: 1.primary and non-contributing with other insurance available to the additional insured;or 2.primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above,this insurance will be excess of all other insurance available to the additional insured. VI.Solely with respect to the insurance granted by this endorsement,the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence,Offense,Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.give the Insurer written notice of any claim,or any occurrence or offense which may result in a claim; 2.send the Insurer copies of all legal papers received,and otherwise cooperate with the Insurer in the investigation, defense,or settlement of the claim;and 3.make available any other insurance,and tender the defense and indemnity of any claim to any other insurer or self-insurer,whose policy or program applies to a loss that the Insurer covers under this coverage part.However, if the written contract requires this insurance to be primary and non-contributory,this paragraph 3.does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. VII.Solely with respect to the insurance granted by this endorsement,the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part,provided the contract or agreement: A.is currently in effect or becomes effective during the term of this policy;and B.was executed prior to: 1.the bodily injury or property damage;or 2.the offense that caused the personal and advertising injury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. 6075838847CNA75079XX(10-16)Policy No: 20Page2 of 2 Endorsement No: CONTINENTAL CASUALTY COMPANY Effective Date: 10/01/2019 CUBIC CORPORATIONInsuredName: Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission. Workers Compensation And Employers Liability Insurance Policy Endorsement WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 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. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Endorsement No: 34; Page: 1 of 1 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Form No: WC 00 03 13 (04-1984) Endorsement Effective Date: Policy No: WC 6 72902177 Policy Effective Date: 10/01/2019 Policy Page: 169 of 252 Endorsement Expiration Date: Copyright 1983 National Council on Compensation Insurance. CNA Paramount Excess and Umbrella Liability Policy PARAMOUNT EXCESS AND UMBRELLA LIABILITY POLICY I. A. 1. 2. a. b. B. 1. 2. a. b. Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. The “Insurer” refers to the insurer providing this insurance as set forth on the Declarations of this Policy. Words and phrases that appear in bold have special meaning. Refer to the section entitled DEFINITIONS. COVERAGES Coverage A - Excess Follow Form Liability The Insurer will pay on behalf of the Insured those damages in excess of the applicable underlying limits. Coverage hereunder will attach only after the full amount of the applicable underlying limits have been exhausted through payment in legal currency of covered loss under all applicable underlying insurance and to which this Coverage A applies. Coverage A under this Policy will then apply in conformance with the provisions of the applicable underlying insurance except for the premium, limits of insurance, deductible, retentions, or any defense obligations and any other terms and conditions specifically set forth in this Policy. Upon exhaustion of the applicable underlying limits, the Insurer shall only pay for damages in excess of the applicable underlying limits. This Coverage A does not provide coverage for any loss not covered by the applicable underlying insurance except and to the extent that such loss is not paid under the applicable underlying insurance solely by reason of the exhaustion of the applicable underlying limits through payment of loss thereunder. This Coverage applies: if the applicable underlying insurance is on an occurrence basis, then only if that which must take place in the policy period of the underlying insurance in order to trigger coverage, takes place during this policy period; and if the applicable underlying insurance is on a claims made basis, then only if: that which must take place in the underlying insurance in order to trigger coverage, takes place after the retroactive date and prior to the end of the policy period; and the claim is first made during the policy period. Coverage B - Umbrella Liability The Insurer will pay on behalf of the Insured those damages in excess of the retained amount: that an Insured becomes legally obligated to pay because of bodily injury, property damage or personal and advertising injury; or because of liability for bodily injury or property damage assumed under an insured contract, provided the bodily injury or property damage occurs subsequent to the execution of such insured contract; and provided that: the bodily injury or property damage occurs during the policy period; the bodily injury or property damage is caused by an occurrence that takes place in the coverage territory; Form No:Policy No: Policy Effective Date:Underwriting Company: CUE 5094621644 Policy Page: 1 of 32 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75504XX (03-2015)10/01/2019Policy Page: 18 of 67 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy c. d. i. (a) (b) (1) (2) (c) ii. (a) (b) 1. a. b. c. 2. C. 1 the personal and advertising injury is caused by an offense arising out of the Named Insured’s business; and the offense giving rise to personal and advertising injury was first committed during the policy period and in the coverage territory; Provided, however, that Coverage B - Umbrella Liability: does not apply to: any part of damages to which underlying insurance applies; or any part of damages to which underlying insurance would have applied regardless of: the availability of underlying insurance; or the exhaustion of the applicable underlying limits; any defense costs related to damages as described in a. and b. above. applies only if prior to the effective date of the policy period, no authorized insured: knew that such bodily injury or property damage had occurred, in whole or in part. If any authorized insured knew, prior to the policy period, that any such bodily injury or property damage had occurred, then any continuation, change or resumption of such bodily injury or property damage during or after the policy period will be deemed to have been known prior to the policy period; or knew that any offense giving rise to personal and advertising injury had occurred, in whole or in part. Bodily injury or property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any authorized insured, includes any continuation, change or resumption of that bodily injury or property damage after the end of the policy period. An authorized insured will be deemed to know: that such bodily injury or property damage occurred, at the earliest time when such authorized insured: reports the bodily injury or property damage to the Insurer or any other insurer; receives a claim arising out of the bodily injury or property damage; or becomes aware by any other means that the bodily injury or property damage has occurred or has begun to occur; that such offense giving rise to personal and advertising injury occurred, on the date of the first utterance or dissemination or, if there is no utterance or dissemination, then on the first date of the activity giving rise to a claim. Coverage C - Crisis Management Expenses The Insurer will reimburse the Named Insured for crisis management expenses incurred by the Named Insured as a direct result of its response to a crisis management event that first occurs during the policy period, provided: such crisis management event is reported to the Insurer as soon as reasonably practicable following the crisis management event, or within 72 hours after such crisis management event begins if such crisis management event is likely to give rise to bodily injury or property damage; Form No:Policy No: Policy Effective Date:Underwriting Company: CUE 5094621644 Policy Page: 2 of 32 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75504XX (03-2015)10/01/2019Policy Page: 19 of 67 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Schedule of Underlying Insurance Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance Continental Casualty Company 6075838847 10/01/2019 to 10/01/2020 General Liability Each Occurrence Limit General Aggregate Limit Per Location : yes Per Project : yes Products/ Completed Operations Aggregate Limit Personal and Advertising Injury Liability Limit ALAE $1,000,000 $3,000,000 $3,000,000 $1,000,000 Outside Limits Continental Casualty Company 6075780061 10/01/2019 to 10/01/2020 Auto Liability Combined Single Limit ALAE $1,000,000 Outside Limits American Casualty Company of Reading, Pennsylvania WC 6072902258 10/01/2019 to 10/01/2020 CA Employers Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit ALAE $1,000,000 $1,000,000 $1,000,000 Outside Limits Form No:Policy No: Policy Effective Date:Underwriting Company: CUE 5094621644 Policy Declarations Page: 2 of 6 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 10/01/2019Policy Page: 11 of 67 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance Transportation Insurance Company WC 6072902292 10/01/2019 to 10/01/2020 AZ, OR, MA,WI Employers Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit ALAE $1,000,000 $1,000,000 $1,000,000 Outside Limits American Casualty Company of Reading, Pennsylvania WC 6072902177 10/01/2019 to 10/01/2020 AOS Employers Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit ALAE $1,000,000 $1,000,000 $1,000,000 Outside Limits Continental Casualty Company 6075838847 10/01/2019 to 10/01/2020 Employee Benefits Liability Each Employee Limit Aggregate Limit $1,000,000 $2,000,000 Form No:Policy No: Policy Effective Date:Underwriting Company: CUE 5094621644 Policy Declarations Page: 3 of 6 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 10/01/2019Policy Page: 12 of 67 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance Transportation Insurance Company 6072728322 10/01/2019 to 10/01/2020 ND,OH,WA, WY Stop Gap Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit $1,000,000 $1,000,000 $1,000,000 Continental Insurance Company WP 31 139 8691 10/01/2019 to 10/01/2020 Foreign General Liability Each Occurrence Limit General Aggregate Limit Products/ Completed Operations Aggregate Limit Personal and Advertising Injury Liability Limit ALAE USD ($)3,000,000 USD ($)3,000,000 USD ($)3,000,000 USD ($)3,000,000 Outside Limits Continental Insurance Company WP 58 253 1228 10/01/2019 to 10/01/2020 Foreign Auto Liability Combined Single Limit ALAE USD ($)1,000,000 Outside Limits Form No:Policy No: Policy Effective Date:Underwriting Company: CUE 5094621644 Policy Declarations Page: 4 of 6 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 10/01/2019Policy Page: 13 of 67 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance Continental Insurance Company WP311398691 10/01/2019 to 10/01/2020 Foreign Auto Liability Combined Single Limit ALAE USD ($)2,000,000 Outside Limits Continental Insurance Company DBA 6072638202 10/01/2019 to 10/01/2020 Foreign Employers Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit ALAE USD ($)2,000,000 USD ($)2,000,000 USD ($)2,000,000 Outside Limits Continental Insurance Company WP 31 139 8691 10/01/2019 to 10/01/2020 Foreign Employers Liability Bodily Injury by Accident- Each Accident Limit Bodily Injury by Disease - Policy Limit Bodily Injury by Disease - Each Employee Limit ALAE USD ($)2,000,000 USD ($)2,000,000 USD ($)2,000,000 Outside Limits Form No:Policy No: Policy Effective Date:Underwriting Company: CUE 5094621644 Policy Declarations Page: 5 of 6 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 10/01/2019Policy Page: 14 of 67 © Copyright CNA All Rights Reserved. CNA Paramount Excess and Umbrella Liability Policy Declarations Underlying Insurer Policy Number Policy Period Note:Underlying Insurance Coverages Limits of Insurance Continental Insurance Company WP 31 139 8691 10/01/2019 to 10/01/2020 Foreign Employee Benefits Liability Each Employee Limit Aggregate Limit USD ($)1,000,000 USD ($)1,000,000 Forms and Endorsements Attached to this Policy See SCHEDULE OF FORMS AND ENDORSEMENTS Premium Minimum Earned Premium 0% of the Total Premium Total Premium $84,736.00 Premium includes the following amount for Certified Acts of Terrorism Coverage $0 Notices Notice to insurer Address:CNA Claims Reporting P.O. Box 8317 Chicago, IL 60680-8317 Fax #:800-446-8632 Email Address:HPReports@CNA.com Form No:Policy No: Policy Effective Date:Underwriting Company: CUE 5094621644 Policy Declarations Page: 6 of 6 The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 CNA75501XX (03-2015) 10/01/2019Policy Page: 15 of 67 © Copyright CNA All Rights Reserved. MASTER PURCHASE AGREEMENT FOR TRAFFIC SIGNAL CONTROLLERS AND ATMS EQUIPMENT TRAFFICWARE GROUP, INC. TRAN1672 THIS AGREEMENT is made and entered into as of the \ ?-t:0,... day of Q~ , 2018, by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City", and TRAFFICWARE GROUP, INC., a Texas corporation, hereinafter referred to as "Seller." RECITALS A. The parties to this Agreement will purchase from Seller and Seller will sell to City, Traffic Signal Controllers and ATMS Equipment during the term of this Agreement. B. To expedite these contemplated purchases, the parties are willing to enter into this exclusive Agreement that sets forth the terms and conditions that will govern all such transactions between them. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Seller agree as follows: 1. Definitions 1.1. Buyer. With respect to purchase orders issued by City, the term "Buyer" means City of Carlsbad. 1.2. Products. The term "Product" means those goods listed in Table 1 for which Buyer issues to Seller a purchase order during the term of this Agreement. Products and specified terms are described in Table 1 and Exhibit "A" -Request for Bid, which are attached hereto and incorporated herein by this reference in accordance with the terms and conditions set forth in this Agreement. In the event of an inconsistency between the Product description of Table 1 and Exhibit "A", the inconsistency will be resolved with Exhibit "A" taking precedence. 2. Issuance of Purchase Orders Buyer may issue purchase orders to Seller from time to time for the purchase of Products. Each purchase order shall contain a description of the Products ordered, the quantities and prices, the terms and place of delivery, and will reference City of Carlsbad Bid RFB#18-02. Every purchase order issued by Buyer to Seller following the date of this Agreement and bearing such a notation shall be governed by and be deemed to include the provisions of this Agreement, Exhibit "A" or the placed purchase order, the inconsistency will be resolved in the following descending order of precedence: ( 1) this Agreement, (2) Exhibit "A", and (3) the purchase order. The City will indicate its specific requirements on its purchase order documents including but not limited to delivery address and instructions. There will be no minimum order and all items must be available for the term of this Agreement. All items will be delivered F.O.B. Destination, Freight Prepaid and Allowed, and at the prices set forth in Table 1. 3. Piggyback Clause It is intended that any public agency (i.e., city, district, public authority, public agency, municipal utility and other political subdivision or public corporation) located in the SANDAG Region shall have the option to participate in any award made as a result of this solicitation. Public Agencies can order any items from Basic Bid or Performance Add-Ons section of the contract with the exception of Line Item 16 (SynchroGreen) in the Basic Bid section. SynchroGreen Adaptive pricing will be provided based upon specific requirements of agency's City Attorney Approved Version 1/17/18 June 12, 2018 Item #11 Page 6 of 17 June 12, 2018 Item #11 Page 7 of 17 June 12, 2018 Item #11 Page 8 of 17 June 12, 2018 Item #11 Page 9 of 17 June 12, 2018 Item #11 Page 10 of 17 TRAN1672 6. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Seller each represent and warrant that they have the legal power, right and actual authority to bind Seller to the terms and conditions of this Agreement. Executed by Contractor this ( 4 SELLER TRAFFICWARE GROUP, INC., a Texas corporation By: ------~ -~ (sign here) Jon Newhard, CEO & President (print name/title) B~ t 51 -0 (sign here) Joe Custer, CFO & Treasurer (print name/title) day of Mc,ce:b. , 201:l_. CITY OF CARLSBAD, a municipal corporation of the State of California By: Mayor ATTEST: City Clerk Proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. CITY OF CARLSBAD, a municipal corporation of the State of California APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY (-,.,.6;i~ BVitirtiorrie 6 City Attorney Approved Version 9/27/17 June 12, 2018 Item #11 Page 11 of 17 June 12, 2018 Item #11 Page 12 of 17 June 12, 2018Item #11 Page 13 of 17 June 12, 2018Item #11 Page 14 of 17 June 12, 2018Item #11 Page 15 of 17 June 12, 2018Item #11 Page 16 of 17 June 12, 2018Item #11 Page 17 of 17