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TELVENT USA, LLC 3 - 2013
v"1 3 (_)N FILE HJ t AGREEMENT FOR SYSTEM MAINTENANCE AND SOFTWARE DEVELOPMENT SERVICES A-2013-018 THIS AGREEMENT, made and entered into this 22`d day of January, 2013 by and between Telvent USA, LLC., a Delaware limited liability company (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of software maintenance and repair services for the City's traffic signal systems. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform annual routine maintenance and on-call system services on an as needed basis for the City's Advanced Traffic Management System ("ATMS"), as set forth in Exhibit A, attached hereto and incorporated by reference. 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of City shall be the Executive Director of the Public Works Agency, or his designated representative, and the representative of the Consultant shall be the President or his/her designated representative. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 4. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services: • For Routine Maintenance, $10,000 per year. • For On -Call Services, the rates and charges identified in Exhibit A, which shall not exceed $60,000, per fiscal year. The total sum to be expended under this Agreement shall not exceed $70,000.00, annually, during the initial three-year period of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 5. TERM This Agreement shall commence on the date first written above and terminate on December 31, 2015, unless terminated earlier in accordance with Section 14, below. However, if the City Council fails to approve an annual budget with a line -item expense for said maintenance and on-call services, the agreement shall expire on June 30 of the then current year. The maintenance and on-call services agreement may be extended for up to two additional one-year periods, by a writing executed by the City Manager and City Attorney. 6. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall provide an additional insured endorsement which shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 2 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 combined single limit. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 facsimile (714) 647-6956 With courtesy copies to: Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-36) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-5635 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-6515 To Consultant: Mr. Farhad Pooran Telvent USA, LLC. 1390 Picard Drive, Suite 200 Rockville, Maryland 20850 facsimile (301) 816-1884 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United 4 States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed 5 by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. � Labra Sheedy Assistant City Attorney RECOMME7NDED F APPROVAL: PAUL GODINEZ, 11 Executive Director - PWA 0 CITY OF SANTA ANA PAUL M. WALTERS City Manager TELVENT USA, LLC FARHAD POORAN, PhD, PE Vice President, Engineering EXHIBIT A SCOPE OF SERVICES AND FEE SCHEDULE ROUTINE MAINTENANCE AND ON-CALL SERVICES December 14, 2012 Mr. Vinh Nguyen, P.E. Sr. Civil Engineer City of Santa Ana PWA — Transportation & Traffic Engineering 20 Civic Center Plaza, M-43 Santa Ana, CA 92702 RE: Santa Ana Advanced Traffic Management System (ATMS) Proposal for Annual System Support Dear Mr. Nguyen: Telvent USA, LLC (TELVENT) is pleased to submit this proposal for providing system and software support for the City's ATMS platform and TIS traveler information system. The ATMS platform controls and monitors traffic signals within the City of Santa Ana. The central component of this system is the Management Information System for Transportation (MIST) software developed by TELVENT. The Transportation Information System (TIS) integrated with MIST platform provides traveler information via the city's public web. Scope of Services The proposed scope of services includes the following components: 1. Annual System Routine Maintenance 2. Annual On-call System Support and Enhancements The following sections describe scope of services covered under this proposal. Annual System Routine Maintenance Under this task TELVENT will provide maintenance support for the MIST® and TIS software for the duration desired by the city. During the effective period of the Maintenance Support, TELVENT will provide the following services: 1. Telephone, email, and internet support, responding to CLIENT identified problems and application use related queries. This support will be during normal TELVENT business hours EST. This service will be extended to three designated personnel of the CLIENT. 2. Support in the correction of software errors where such errors prevent the operation of the application or have a significant impact on the application's use. 3. Significant application enhancements, developed by TELVENT for the specific modules of MIST® and TIS that have been licensed by CLIENT, in the execution of its business, that have applicability and significant benefit to CLIENT's use of application. 1390 Piccard Drive, Suite 200 Rockville, MD 20850 301.354.1376 www.telven-t.com The CLIENT responsibilities are as follows: Keeping employees trained in the MIST and TIS system usage. If additional training is required, this may be supplied under On -Call System Support at prevailing TELVENT Time and Materials rates. b. Timely notification of errors encountered. These notifications should be in writing and may be posted by mail, fax or Email. Notification should include the time and date of error, the machine that exhibited the error, a full description of the error encountered, the name and direct phone number for the person that experienced the error, and the state of the system and environment at the time of the error. c. Upgrading to the latest available release of MIST® and TIS within one year of the date that it is made available. d. Allow remote access to the MIST and TIS systems by TELVENT for support. e. Keep all computers associated with MIST and TIS, acting as a Server or Operator Interface free of any software that was not delivered with the MIST and TIS systems or subsequent releases. Note: 1) Anti-virus and traffic modeling software packages such as Synchro may be installed on MIST® and TIS machines. 2) It is recommended that the CLIENT inform TELVENT of any other software packages that may need to be installed on MIST* and TIS machines. This will expedite troubleshooting process if any problems arise as a result of the subject software installation. f. Not allow MIST® and TIS software to be modified in any way by anyone other than TELVENT or other TELVENT approved entities, as defined by CLIENT's executed MIST`S License Agreement. Fee Schedule TELVENT will provide the above support services to the City of Santa Ana for an annual fee of ten thousand dollars ($10,000), based on a Maintenance Agreement for a period of three (3) years. This does not include labor and all travel, accommodation and per diem expenses incurred for any site visits to the Customer's site. Such costs will be covered under Annual On-call System Support. All of the dollar amounts are to be paid to TELVENT in US dollars. Billings will be made annually for the following 12 months of support, starting upon acceptance of this agreement and notice to proceed from the CLIENT. The payments are due within 30 days of invoice. Total number of hours of support available under this Routine Maintenance shall be limited to 60 man-hours per annum. In the event that more hours of Support are required, they will be charged to the Annual On-call System Support task. Page 2 Annual On -Call System Support Under this task, TELVENT will provide necessary support that is not part of the Routine Maintenance described above. This will be on an as needed basis for the following but not limited to: 1. Provide necessary modification of the system software/hardware to maintain or improve the system functions. The cost of building, testing, and supplying the customized application update required for enhancements will be included in this task. Provide support for database management, maintenance, enhancement, and population. Provide support for administrative tasks, including tape backups, user account management, and daily operations if desired by the CLIENT. Provide software engineering support to modify the MIST code to incorporate changes identified by the CLIENT. These changes shall not include substantial alterations to the MIST software. 4. Provide support in design of system for expansion or implementation of new technology. This shall include assisting and advising CLIENT employees with the design and specifications of traffic signal equipment and communications networks in order to properly integrate with MIST system. 5. Provide system/communication hardware or software replacement as necessary. 6. Provide support in grant application for system and related communication upgrade. Fee Schedule The total cost of this Annual On-call System Support task shall not exceed sixty thousand dollars ($60,000). All services shall be billed on a monthly basis. TELVENT's invoice shall be paid thirty (30) days after the receipt for contract services that have been satisfactorily completed. The City's representative must verify all work completed. The following table provides labor rates for the time & material tasks. These are based on the estimated labor rates for the Year 2013. A 3% escalation rate will be added to each year after. Page 3 F n$ SrS sternssEn sneer �.ie _.,_ $180 to"risrEri"ineer,� l e $120 ter. ..gin 3.; Sr,So,are.Devefoer, „ :;.� „ $170 w Softvvare $140 -5r �En`'meer:M'°t $210 Page 3 Should you have any questions or require any further information, please contact me at (301) 354- 1376 at your convenience. Very truly yours, Farhad Pooran, PhD, P.E. Vice President, Engineering Telvent USA, LLC Page 4 "►coRL7® CERTIFICATE OF LIABILITY INSURANCE DATE (2013 YYYY) F CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS 01.16!12013 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC NAME: 99 HIGH STREET PHONE FAX o Ext): (ac, No): (E-MAIL BOSTON. MA 02110 Attn boston certrequest@marsh.com 1 Fax 212.948.4377 AODrtESs;_____,- INSURER(S) AFFORDING COVERAGE NAIC N 838732-Telve-GAWUP-13-14 INSURER A : National Union Fire Insurance Company 19445 INSURED TELVENT USA, LLC IN B : New Hampshire Insurance Co. 23841 — ----- -- _ --- _ - - ---- — ---.. ---- -- __._._ 1390 PICCARD DRIVE SUITE 200 INSURER C : HDI -Gerling America Insurance Company :41343 ROCKVILLE. MD 20850 INSURER D: INSURER E: GEN GATE LIMIT APPLIES PER — INSURER F VvvCKAGES CERTIFICOTF N1111i1RFR• NYr_nna1o1A4o_11 ocxirmnu urrun=n. wiQlUromrwmcar__: + 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'.. ADDL UBRi. _.-- -__....-__.-- LTR TYPE OF INSURANCE POLICY EFF POLICY EXP -- - �- --- INSIRPOLICY NUMBER MM! DIYYYY MM/DD/YYYY LIMITS A GENERAL LIABILITY '.9645206 01/01/2013 01/01/2014 EACH OCCURRENCE $ 5.000.000 X COMMERCIAL GENERAL LIABILITY _ �fi� * - - 5000,000 X PREMISES PREMISES (Ea occurrence +$___ - CLAIMS -MADE ! OCCUR MED EXP P (Any one person) S OOO --,- t$ ..._. PERSONAL &ADV INJURY $ 5000,000 -- GENERAL AGGREGATE 5.000.000 ', $ GEN GATE LIMIT APPLIES PER — PRODUC I'S - COMPIOP AGG $ 5,000.000 POLICY X PRO--- IFrT LOC --__ _. -_.._- --�----- $ A AUTOMOBILE LIABILITY ',5196191 (AOS) 01/01/2013 10110112014COMBINED I SINGLE LIMIT 5.000.000 B X AUTO I 15196189 (MA) 01/01/2013 0110112014 _ ANY B SCHEDULED t 1 5196190 (VA) �OU01I2013 BODILY INJURY (Per person) $ -- -- BODILY INJURY — ,NON -OWNED HIRED AUTOS 101101/2014 (Per accident) $ � PROPERTY DAMAGE �-AUTOS � ii 1Per accident! _ (PHYSICAL DAMAGE C X I $ 1000000 UMBRELLA une X OCCUR ` CUD11986-01 01/0112013 0110112014 ! 5,000 000 EACH OCCURRENCE EXCESS LIAR CLAIMSMADE _- _ ------- _ f' —, AGGREGATE $ 5.000.001) -. DED '� RETENTION $ g WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC 018112552 (CA) 0110112013 01/01/2014 X WC STATU- OTH-, g I ANYCERIM MBER/PARTNER/EXECUTIVE YrN WC 018112553 (FL) 01/01/2013 01/01(2014 i ....__TCR_YLIMTS1_ _ER t _ - OFFICER/MEMBER EXCLUDED^ N ) If yes describe describe ender N I A policies are shown p I E LEACH ACCIDENT $ OYE ___ __.5.000000 EL DISEASE ACCIDENT EA 5 000.000 - Dyes DESCRIPTION OF OPERATIONS below ons he fol owICIEL ng Page E L DISEASE - POLICY LIMIT; $ 5,000,000 C ',PROFESSIONAL E .011987-01 01101/2013 101/01/2014 PER OCCURRENCE 5,000,000 !ESO LIABILITY AGGREGATE 5.000.006 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) t Is hereby understood and agreed that the City of Santa Ana. PWA - Transportation S Traffic Engineering Department, is added as an Additional Insured with respect to the above -noted general liability coverages but only as their Interest may appear win respect to the operations of the Named Insured described above Insurance is Primary and Non-Contnbutory 'Narver of subrogation is applicable pursuant to policy terms and conditions See page 2 for additional text kPPROVEI ) I'0 k -ORM CERTIFICATF WAI nGta City of Santa Ana Attn Vinh Nguyen. P.E . Sr. Civil Engineer PWA - Transportation S Traffic Engineering 20 Cmc Center Plaza Santa Ana, CA 92701 1III ilv AliorncN, 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 USA Inc. Sarah A Stevenson v 111itstl-ZU90 ACORU CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD AC V II.� AGENCY CUSTOMER ID: 838732 LOC #: Boston ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA INC TELVENT USA LLC 1390 PICCARD DRIVE SUITE 200 ROCKVILLE, MD 20850 POLICY NUMBER CARRIER NAIL CODE EFFECTIVE DATE THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance ADDITIONAL NAMED INSJREDS INCLUDES THE FOLLOWING Telvent Farradyne Engineering P C Telvent Services Inc ADDITIONAL WORKER'S COMP POLICIES- 01'01;13 - 01101/14 WC 018112550 (A! AR AZ CO CT DC GA HLIA.IDJL INKS KY LA.MD ME.MI,MN,MOMS, MT.NC.NE.NH.NJ.NM,NV.NY.OK.PA RLSC SD TN TX.UT VA.VI WV) New Hampshire Insurance Company WC 018112551 (OR) . New Hampshire Insurance Company WC 018112555 (MA ND OH. WA.WI WY) - New Hampshire Insurance Company WC 018112554 (MN) New Hampshire Insurance Company PUERTO RICO WC IS PURCHASED THROUGH THE STATE FUND AS PUERTO RICO IS MONOPOLISTIC OHIO ONLY EXCESS WORKERS CCMP 01'01;13 - 01,01!14 6636165 - National Umon Fire insurance Company EACH ACCIDENT $3.000.000 DISEASE -POLICY LIMIT $3,000000 DISEASEEACHEMPLOYEE $3 000.000 SELF INSURED RETENTION $2.00C 000 Telvent USA L_C rias agreed that within 30 days after receipt of notice of cancellation of the insurance policies referenced above from the applicable insurers. Telvent USA LLC or its designee will send a copy Cfsuch notice to the Certficate Holder of this Certificate Such notice is not a right or obligation within the policies, it does not alter or amend any coverage. it will not extend any policy cancellaWr date and it will not regate any cancellation of the policy Fanure to provide a copy of such notice to the Certificate Holder shall impose no obligation or liability of any kind upon the insurer or its agents or representatives ACnDr14n4 ronnorn4i U 2006 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: GL 964-52-06 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(sj Or Or anization(s?• Location(s) Of Covered WHERE REQUIRED BY CONTRACT OR AGREEMENT. information fired to com this Schedule, if rot shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage' or "personal and advertising injury" caused, rn whole or in part, by: 1. Your acts or omissions. or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to :hese additional insureds, the following additional exctu- sions apply: This insurance does not appy to "bodily iniury' or property damage" occurring after: 1. Alf work, including materials, parts or equip- ment furnished in connection with such work, on the project otner than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has been completed: or 2. That portion of "your work" out of which the injury or damage arises has been put to .ts in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a pr'ncipal as a part of the same project. CG 20 10 07 04 U ISO Propenes, Inc . 2004 Pagel of 1 0 POLICY NUMBER: GL 964-52-06 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ ization(s): Location And Description Of Completed Opera - tions ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT BECOME OBLIGATED TO INCLUDE AS ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products completed operations hazard". r CG 20 37 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 0 ENDORSEMENT T nes endorseme-,t, effective 1701 AW 01 101 x 201 3 forms a par, of policy No GL 964-52.o6 rsSr.ec: to SCHNE 1 DER E LECTR I C HOLD I NGS, ' NC . by NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY_ PLEASE READ IT CAREFULLY ADDITIONAL INSURED - PRIMARY INSURANCE This endorsement modrGes insr,-ranee provided under ,he foPowaig COMMER—' iAL GENERAL LIABILITY COVERAGE FORM Section IV, Commercial General Liability Conditions, paragraph 4., Other Insurance subparagraph a. Primary Insurance, is amended by the adcit.on of the follow ng. However, coverage under th,s policy a'fordeci :o ar, additional insured wiappy as ori -nary insurance where recliaree by contract and arty other irsjrance issued to suo"; addrt cral insured sha.l apply as excess arc no.ncor,tributory ws.ira .::e A thorized Representative or Countersignature {in States Where Applicable ,4434 (1Ui90', POLICY NUMBER. GL 964-52-06 COMMERCIAL GENERAL LABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This enct,,rse;gen' rn;:di'ies rnsararce provides under t!ie follC�vurnq COMMERCIAL CENERAL LIABILITY COVERAGE PART PRODUCTS C0VFLETEC GPERAIIONC L1A3iLJY CO"'ERAGF PARr SCHEDULE Name Of Person Or Orgarncaticn: ANY PERSON OR ORGANIZATION REQUIRING A WAIVER OF TRANSFER OF RIGHTS OF RECOVERY PURSUANT TO THE TERMS OF ANY CONTRACT OR AGREEMENT YOU ENTER INTO WITH SUCH PERSON OR ORGANIZATION 1 Iri`ormat on requirein comp'.ete 'his SChec.jle, ' not sho'wr above, w ll be shpwn In the De:.lar:t ens. -.he fcilowing is acted to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Ser. - tion IV - Conditions. We waive al'y ligh*, o' 'PC6'v Ery wB may have against the perscn cr c r��r.i�ah0:'� shown it 'hp Scheo,_;e ab,:ve because of i;ayinents we makit fcr nji,ry cr ;arnaye a"Sl-y o..' of yok", cngoing ope,a .ions or your work' da^e under w;tir person or orgy^ zatior and incl',ided in the procucts co -iple:ec o,,eratrons Hazard" Teiis waiver ar,p>ies c^Iy 'o the person "r ogan�za;�o' 51-rcwn in !ire Schec,iie above CG 24 04 05 09 ;) Irs , a: cc `: s di, -t� U:, .e Inc ?ar}:� Page 1 of 1 73 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ENDORSEMENT ln:s endorsement, effective 12:01 A.M. 01;01;2013 forms a par: of Policy No. CA 519-61 91 issued SCHNEIDER LLLC TRIC IIOLDINGS, INC_ By NATIONAL UNION FIRE INSURANCE COMPANY Of PITTSBURGH, PA WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies instttance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, A. - Loss Conditions, 5. - Transfer of Rights of Recovery Against Others to Us, s amended to add: However, we w:!1 waive any rght of •ecovery we have against any person or organization w l"t whom you have entered :nto a contract or agreement because of payments we make under -his Coverage Form arising out of an "acc dent" or "loss" f: i 1) I he "acc den." or "loss" is due to opera: ons t;nderlake,l n accorda,we w th the contract ex,strriy between you and sucn person or organ zat on; ana (2) The contract or agreement was entered !,)-,o prior to any "accdent" or "oss". No waiver of the right of recovery wii! directly or indirectly apply to your euro oyees or emp'oyees of the person or organization, and we reserve our ,g,its or len to be re moursed from any recovered funds obtained by any injwed einp'oyee. 62891 (6:95) AUTHORIZED REPRESENTATIVE BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different date is indicated below. (Tne following "attacning clause" need be cornpleted only when this eidorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM O1 101 J 2013 forms a part of Policy No. WC 018-11-2552 Issued to SCHNEIDER ELECTRIC HOLDINGS, INC. By NEW HAMPSHIRE INSURANCE COMPANY We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be 2.00 % of the total estimated workers compensation premium for this policy. 1� WCQ40361 Countersigned by___________________ (Ed. 11190) Authorized Representative ' A/^�'ry �® ��/�` CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDoYYYYI ov12n915 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSI4 USA INC. 99HIGH STREET _ CONTACT NAM NAME, _ PHONE Fax --- p,.9XUC ___ (Alc No BOSTON, MA 02110 Alin: beaten &equest@marsh.com I Fax. 212.948.4377 E-MAIL ADDREsa:,_-,_-„_._-__,____,_,__,___-_, X X INSURERE)AFFORDING COVERAGE NAICN _ _ INSURER A: National Union Fire Insurance Company 19445 838732-Tel--GA_WUP-15-16 WIESE INSURED TELi 1390 PICCAENT D LLC 1390 PICCARD CRIME, SUITE 200 INSURER B: New Hampshire Insurance Co. 238Q1 INSURER c: HDbGerllnO America Insurance Company 41343 ROCKVILLE, MD 20850 INSURER D: Illinois National Insurance Company 23017 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC -006393499.18 REVISION NUMBER:7 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. Lm OF INSURANCE ADOLTYPE 9S POLICY NUMBER MOLDpYEFF POLICY EXP LIMITS A GENERAL LIABILITY X X 2362804 011012015 01101/2016 EACH OCCURRENCE $ 5,000,000 X COMMERCIAL GENERAL LIABILITY - CLAIMS -MADE a OCCUR DAMAGE TOFRE TD e $-5.000 000 MEDEXLAnyonepeleon) $ 5,000 PERSONAL &ADV INJURY _. $ 5,000,900 GENERALAGGREGATE $ 5,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS AGO $ 5,00,000 POLICY X PRO- LOC $ A AUTOMOBILE LIABILITY X X 3814957 (ADS) 0110112015 01101/2016 E� eBMEeD aINGLC LIMIT 5,000,000 BODILY INJURY (Per parson) $ BX ANY AUTO 3814955(MA) 011012015 01101/2016 B _ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIREDANI'DS PAUTOS 3814956 (VA) 0111112 015 01101/2016 BODILY INJURY (Par scheme $ PROPERTY DAMAGE P2dP.9A44ad— $ -- PHYSICAL DAMAGE �... $ 1,000,000 f, X UMBRELLALIAB X OCCUR CU011986-03 01101/2015 01101/2016 EACH OCCURRENCE $ E,000,000 AGGREGATE $ 5,000,000 EXCESS LIAR CLAIMS -WOE DED I I RETENTION; $ g WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YfN ANY PROPRIETOR/PARTNER/EXECUTIVE REXCLUDEDP N OFFICERIy In (Mandetoryin Ntll NIA X 011963043 (AOS) 'Adllonel WC/EL policies are shown' p 011012015 01/0112016 XCSTATU- CTH- -LIMITS -5,000,000 E. L. EACH ACCIDENT g _ E.L. DISEASE -EA EMPLOYE $ 5,000,000 Byyes,RIMIOe under OESCRIWION OF OPERATIONS SaIaw 'on the following page' E.L DISEASE LIMIT _ $ 5,000,00D D PROFESSIONAL 02.306.52.69 011012015 0110112016 _ PEROCCURRENCE 10,000,000 E&O LIABILI rY DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schodula, U more apace is requlretl) City of Santa Ana, PWA - Transportation &'I radio Engineering Department are Included as additional Insured win respect to General and Auto llaeby, This Insurance is primary and non-conlribWmy over any existing insurence and limited to liability arising out of the operations of [he named Insured for General Liability and Automobile Liability. WaiverofsubrogRouilsappicable, J TELVENT USA, LLC AGREEMENT # A-2013-018 REVIEWED BY:� t✓/ 0. EUNICE HEREDIA (PG. 1 of 8) CERTIFICATE HOLDER CANCELLATION Cily of Gants Ana Attm Vinh Nguyen, P.E., SL CMI Engineer SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PWA- TraosparteilDS & Tri fIc Engineering ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Sarah A. Stevenson, p 0)1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD AC" l ' AGENCY CUSTOMER ID: 838732 LOC#: Boston ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA INC, NAMEOINSUReG TELVENT USA, LLC 1390 PICCARD DRIVE, SUITE 200 ROCKVILLE, MD 20850 POLICYNUMSER CARRIER NAIC COVE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORO FORM, FORM NUMBER: Gb FORM ADDITIONAL NAMED INSUREDS INCLUDES THE FOLLOWING: Telvent Parradyne Engineering, P.C. Telvent SeMces, Inc, ADDITIONAL WORKER'S COMP POLICIES: 01101/15.01,01116 Policy Numbers are an follows: WC 011853043 (AL, AR, CO, CT, DG, DE, GA,111, IA, 10, IN, KS, LA, MD, MI, MO, MS, MT, NE, NM, NV, NY, OK, OR, RI, SC, S0, TN, TX, WV)- New Hampshire Insurance Company WC 011953044 (CA)- Now Hampshire Insurance Company WO 0119530345 (FL) - NOW Hampshire Insurance Company WC 011053047 (MA,NO,OH, WA,WI,WY) � New Hampshire Insurance Company WC 011953046 (MN) New Hampshire Insurance Company 'NC 011 953048 FL, KY, NO, NH, UT, Vr) New Hanpahirs Insurance Company WC 011953049 (NJ, PA) Now Hampshire Insurance Company WC 011953050 (ME) New Hampshire Insurance Company WC 011953051 (AZ, VA) New Hampshire Insurance COmperry PUERTO RICO: WC IS PURCHASED THROUGH THE STATE FUND AS PUERTO RICO IS MONOPOLISTIC. OHIO ONLY EXCESS WORKERS COMP: 0110111 5-0 110117 6 9883923 - National Union Fire Insurance Company EACH ACCIDENT: $3,000,000 DISEASE -POLICY LIMIT: $3,000,000 DISEASE -EACH EMPLOYEE: $3,000,000 SELF-INSURED RETENTION: $2,000,000 Telvent USA, LLC has agreed that, within 30 days after raCelpl of notice of cancrurnion of Ilia Insurance policies referenced above from the applicable Insurers, Telvent USA, LLC or Its designee will send a copy of such force to the Oenlllcate Molder of this Cerhroete. Such notice Is not a III or obligation within the policies, it does not alter or amend any coverage, it wlll not extend any policy oencellalion date and it will not negate any 08nee0811011 of ins 0011ey. Failure to provide a copy of such notice to the Coniflcate Holder shall Imposa no obligation or liability of any II upon the Insurer or IIs agents or representatives, VENT USA, LLC AGREEMENT # A-2013-018 REVIEWED BY: A. EUNICE HEREDIA (PG. 2 Of 8) ACORD 101 © 2008 ACORD CORPORATION. All rights The ACORD name and logo are registered marks of ACORD ENDORSEMENT This endorsement, affeattva 12:01 A.M. D 17f1'1:/X47:8 farms a part or policy No. CA= 30049357 C_] Issued to9'CC HNEp'tfER L�CTR'I'C N0L01N�5„IHC by NAT. I'ONAl.vUN'f0N_FIRE_i'NSlll2ANCE COMP.ANY=CF�I�'f.TTBBURGE,_PA==' THIS ENDORSEMENT CHANGES THE FOLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIAHTS OF RECOVeRYAGAMST OTHERS TO US 7hls endorsement modlBes Insurance pravfdod vizier the following, BUSINESS AUTO COVERAGE FORM Soollon OY - l3uslnass Auto CondlNans, A. - Lose Conditions, 5.. Transfer of Rights of Racovary Against Others to Us, is amended to add; However, we WIT waive any right of recover we have against any person or organization with wham you have entered into a contract or agreement because of payments we make under this Coverage Form arleing out of an "accident” or,, lose,, It. (1) The "accident" or "loss" Is due to oparations undertaken to accordance with the contract existing between you and such person or organization; and (2) The acn$ art nr agcmamant was anlared Into prior fa any "accideirot" pr "$pee^. No waiver of the tight of recovery will directly or indirectly apply to your employees or employees of the Eyor organhaftan, and we reserve Our rights or Ilan to be reimbursed from any racoverY funds obtainad by any Injured umployaa, A�ITt1P„f,�IXEO 1«PR�aE�9TATIVIn LL 52007 (Sm) //y s // TELVENT USA, LLC AGREEMENT A A-7.013-015 REVIEWED BY: /� L 6'l lz EUNICE HEREDIA (PG. 3 of ti) POLICY NUMBER: GL 238-25.04 COMMERCIAL GENERAL LIABILITY CG 20100419 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. This endorsement modlfies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional InsuredParson(s) ,Oror anizat€cin(-_�_ _ LopaHona OiGoveredOperations AS REQUIRED BY WRITTEN CONTRACT OR ALL GOVrkm LOCATIONS AGREEMENT information rs uirad to cnm�teta this Schedule, If not spawn -above, will hs spawn in tiro DsnlaraUOns. A. Soptipn II -Wtio Is An Insured Is amended to (ncludai as an addltipnal insured the personsi or organizationisi shown in the Schadu0a, but only with respect. to Iiahgity for "bodily injury", "property damage" pr "persnnu{ and ad vartising Injury" Cauead, in whpis pr In part, by: 1. Your acts pr omisafpna; ar 2. The seta or omisalons df those seting an your behalf; In the performance of your ongoing operations for the additional Insursd(s) at the locatlon(a) designated above. However: 1. The Insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If cavarage provided to the additional Insured is required by a contract or agreement, the insurance allotted to such additional Insured will not be broader then that which you are required by the contract or agreement to provide for such addlilti insured. S. With respect to the insurance afforded to theca additional Insured„ the following additional exclusions apply: This Insurance dues not apply to "bprlly injury" or "property damage" occurring mflar: I. All walk, including materials, parts or CG 2010 0413 TELVENI USA, LLC AGREEMENT # A-2013-018 equipment ftarniehad in cannaction with coop work, on the project ipthar than cervica, maintenanna ar repairs! t© tab performed by or on barialf pl thp.additipnal Imuuratl(si at Zhu Ippatipn-ol the covered pperstiona has been completed; pr 2. That portion ai "spur work" oui e9 whim the injury pr damego arises has. 6oen put to Its intended use by any person or organization other than another contractor_ or subcontractor engaged in performing operations for a principal as a part of the same project, C. With reapoot to the Insurance afforded to theca additional insureds, the folicwing is added to Section III - Limits Of Insurance; If Coverage provided to than additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amauni of tnsurancei 1. flequlrad by the contract or agroament, or 2. Available under the applicable Limits of nsuranoa"Shown in the CeclarAtlons; whichever is loss. This endorasameot shall riot increase the applicable Limits of Insurance shown in the ovclwations. Cts ISO Prapertia„s, Inc.,, 20115 REVIEWED BPT Y Page 1 01 1 EUNICE HEREOIA (PG. 4 of 8) POLICY NUMBER: GL 236.28-04 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPL4TED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations AS REQUIRED UNDER CONTRACT AS REQUIRED UNDER CONTRACT Infarmatiirad to complete this Schedule, ii not shown above, will 6a shown in 4ha Declarations. A. Section 11 — Who Is An Insured Is amended to B, Wah respect to the insurance afforded to these Include as an additional insured the person(s) or additional insureds, the following Is added to organization(s) shown in the Schedule, but only Section III — Limits Of insurance: with respect to liability for "bodily injury" or property damage" caused, In whole or in part, by If coverage provided to the additional insured is your work' at the location designated and required by a contract or agreement, the most we described In the -Schedule -6f-fffs endorsement -will -pay-on behalf of the-addltionof Insured Is the performed for that additional insured and amount or Insure nee: included In the "products-ccrripleled operations 1. Required by the contract Or agreement; or hazsrd". 2. Available under the applicable Umits of However: Insurance shown in the Declarations; 1. The Insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law,, and Limits of Insurance shown in the Declarations. 2. If coveragerovided to the additional Insured Is required �y a contract or agreement, The Insurance afforded to such additional insured will not be broader then that which you at, - required by the contract or agreement to provide for such additional insured. Ca 20 $7 04 1$ 0 Irlewraflce Servicers Office, Inc., 2012 pago I of I TELVENT USA, LLC AGREEMENT # A-2013-018 REVIEWEDY B EUNICE HEREDIA (PG. 5 of 8) ENDORSEMENT This endorsement, effective 12:01 A,M, 011011201$ forms a part of policy No. 0L 236.2$04 issuedto SCHNEIDER ELECTRIC HOLDINGS, INC, byNAT IONAL UNION FIRE INSURANCE COMPANY OF PITTSSURGH, PA THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY ADDITIONAL INSURED - PRIMARY INSURANCE ibis endorsement modifies insurance provided under the io7fowing. COMMERCIAL GENERAL LIABILITY COVERAGE FORM Section IV, Commorolat General Liability Conditions, paragraph 4., Other Insurance, subparagraph a. Primary Insurance, is amended by the addition of the following: However, coverage under this policy afforded to an additional insured will apply as primary Insurance where required by contract, and any other insurance Issued to such additional Insured shall apply as excess and noncontributary Insurance. 74434 (10/99) �;�ar�aed Retareumntailue or Cseunleptai nature {in Uta4oe ya AppllCat�legj TELVENT USA, LLC AGREEMENT # A-2013-018 REVIEWED BYt� ( Y EUNICE HEREDIA (PG.^6 of8) ) POLICY NUMBER:GL 236-28-04 COMMERCIAL GENERAL LIABILITY CG 24 04 06 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART' SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION REQUIRING A WAIVER OF TRANSFER OF RIGHTS OF RECOVERY PURSUANT TO THE TERMS OF ANY CONTRACT OR AGREEMENT YOU ENTER INTO WITH SUCH PERSON OR ORGANIZATION Informatlon required to com lets this Schedule, ft net ahowrr abnva w 11 ba shown in the Declarations The foltowing Is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV —Conditions: We waive any right of recovery we may have against the parson or organization shown In the Schedule above because of payments we make for Injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products - completed operations hazard This waiver applies only to the parson or organization shown in the Schedule above. CG 24 04 06 QS 0 Insurance: Services Office, inc., 2008 pago 8 of 1 TELVENT USA, LLC AGREEMENT # A-2013-018 REVIEWED BY. VICE' EUNHEREDIA (PG. 7 of 8) BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENOORSEMENT This endorsement changes the policy to which It is attached effective an the inception date of the policy unless a different date is indicated below. (The following "attaching clause" need becompleted only when this endorsement is Issued subsequent to preparation of the policy). This endorsement, effective 12:01 AM 0110112015 forms a part of Policy No. WC 011-95-3044 Issued to SCHNEIDER ELECTRIC HOLDINGS, INC. By NEW HAMPSHIRE INSURANCE COMPANY We have a right to recover our payments from anyone liable for an In)ury covered by this policy. We will not enforce our right against any person or organization with whom you have a written contract that requires you to obtain this agreement from us, as regards any work you perform for such person or organization. The additional premium for this endorsement shall be 2,60 % of the total estimated workers compensation premium for this policy. UVC 04 03 61 Countrarsigned by _ .., _ _ . �?f �� - - -1 -k (Ed, 11790) Authorized Representative TELVENT USA, LLC AGREEMENT # A-2013-016 REVIEWED BY: �� EUNICE HEREDIA (PG. 8 of 8) April 15, 2015 Delivered by Mail Clerk ofthe City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 facsimile (714) 647-6956 7315OR21 RM 3:1.16 CITY 01= SA Ta. fi , ---If (;1<t VM3-6 ' Schneider Electric' Re: Request for Consent to Assignment of the Agreement for System Maintenance and Software Development Services, dated as of January 22, 2013 Dear Sir or Miss: Reference is made to the Agreement for System Maintenance and Software Development Services, dated as of January 22, 2013 (the "Agreement'), between Telvent USA, LLC (f/k/a Telvent Farradyne, Inc.) ("us") and the City of Santa Ana ("you"). Capitalized terms used but not defined herein have the meaning ascribed to thein in the Agreement. In connection with an internal reorganization designed to provide consistency and to eliminate brand confusion, we wish to transfer and assign all rights, title and interest in the Agreement to one of our affiliates, Schneider Electric Mobility NA, Inc. ("Schneider Transportation"), which is solely dedicated to our transportation business, and Schneider Transportation will assume all of our obligations thereunder (such transfer and assignment the "Assignment"). Subject to your consent, we wish to effect this transfer on July 1, 2015. In accordance with Section 13 of the Agreement, we hereby request your consent to the Assignment by signing the acknowledgement and consent below and returning it to Mary Kibble, Senior Legal Counsel, at Schneider Electric, 132 Fairgrounds Road, West Kingston, RI 02892, mary.kibble cr schneider-electric.com, fax number : 1.401.788.2701. If you have any legal questions regarding the Assignment or this request for consent, please contact Germaine Gurr, Vice President & Deputy General Counsel, at germaine.gurr@schneider- eleetria.com or 401.743.5371. For all other questions regarding the Assignment or this request for TELVENT USA, LLC 1390 Piceard Dr. Ste. 200, Rockville, Nle 20850 Tel. +1.301.354.4681 www. schneider-electriacom consent, please contact Richard Shinn, Regional Vice President -West, at richard.shinn@sehneider-electrie.com or 925.872.0834. We appreciate your assistance and thank you in advance for your prompt attention to this matter. Sincerely, Telvent 24 LLC G By: Name: Steve Aaddix Title:Vice President cc: Schneider Electric Mobility NA, Inc. The undersigned hereby acknowledges and consents to the Assignment effective as of July 1, 2015: City of Santa Ana By: Name: Title: