HomeMy WebLinkAbout25Q - AGMT - DATA ACQUISITION SYSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
NOVEMBER 18, 2014
TITLE:
AGREEMENT WITH KAPSCH TRAFFICCOM
USA, INC., FOR SUPERVISORY CONTROL
AND DATA ACQUISITION SYSTEM
MAINTENANCE (STRATEGIC PLAN
NO. 6, 1, C)
CI ANAGLYR
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1�' Reading
❑ Ordinance on 2 "d Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute an agreement with Kapsch
TrafficCom USA, Inc., subject to nonsubstantive changes approved by the City Manager and City
Attorney, for Supervisory Control and Data Acquisition system maintenance, in an amount not to
exceed $50,000, for the term ending December 31, 2015.
DISCUSSION
The City's SCADA system software was purchased and installed in 1992 and was recently
upgraded in 2013. The software company, Kapsch TrafficCom USA, Inc., is a technical firm that
provides SCADA system software and support to the City on a sole- source basis. No other vendor
can provide these services to the existing SCADA software system.
The Public Works Agency Water Resources Division currently operates 22 active water wells and
seven water pumping stations to supply the City's drinking water. These facilities are controlled by a
Supervisory Control and Data Acquisition ( SCADA) system. The SCADA system uses
programmable controllers at each water production site to communicate with a central computer
system located at the City Corporation Yard and remotely operate the wells, pumps, and reservoirs.
The control system is designed to send out alarms that identify water pump, well, or electrical
irregularities throughout the water system. This SCADA technology is vital for monitoring the
condition of the City's water system and promptly responding to irregularities.
The City's SCADA system software was purchased and installed in 1992 and was recently
upgraded in 2013. The software company, Kapsch TrafficCom USA, Inc., is a technical firm that
provides SCADA system software and support to the City on a sole- source basis. No other vendor
can provide these services to the existing SCADA software system.
Staff recommends that Kapsch TrafficCom USA, Inc.,. be retained to provide routine and on -call
SCADA system maintenance, to ensure continued and reliable water system monitoring and
operation. This vendor has provided excellent service to the City in the past and has been very
responsive in addressing system needs.
25Q -1
Agreement with Kapsch TrafficCom USA, Inc., for
SCADA System Maintenance
November 18, 2014
Page 2
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #6 Community Facilities &
Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City
assets), Strategy C (invest resources and technology to extend the service life of existing
infrastructure to protect the City's investment and support a high quality of life standard).
ENVIRONMENTAL IMPACTS
There is no environmental impact associated with this action.
FISCAL IMPACT
Funds are available in the Water Production & Supply account (06017640- 62300).
APPROVED AS TO FUNDS AND ACCOUNTS:
q d Mousavipo r Francisco Gutierrez l.��
Exe tive Director Executive Director
Public Works Agency Finance & Management Services Agency
FM /NS /CB
Exhibit: 1. Agreement with Kapsch TrafficCom USA, Inc.
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CONTRACTOR AGREEMENT
THIS AGREEMENT, made and entered into this 18th day of November, 2014 by and
between Kapsch TrafficCom USA, Inc. (hereinafter "Contractor "), 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 to provide
preventive software maintenance and support for the servers and workstations of the
City's Water Supervisory Control and Data Acquisition System (hereinafter "SCADA ").
B. Contractor represents that Contractor is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Contractor represents that it is
knowledgeable in its field and that any services performed by Contractor 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
A. Contractor shall provide software maintenance and support for the City's Water
SCADA System servers and workstations and additional miscellaneous professional
and support services, as set forth Contractor's Proposal dated July 17, 2014, attached
hereto as Exhibit A and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for all services
provided pursuant to this Agreement, an amount not to exceed $50,000 during the
term of this Agreement. Such services shall be provided at the following rates and
charges:
i. Software support and maintenance services shall be provided for an annual fee of
$20,000.00, payable within thirty (30) days of execution of this Agreement.
ii. Miscellaneous Professional and Support Services shall be billed at Contractor's
published Professional and Support Services rates, in an amount not to exceed
$25,000.00.
iii. Additional services in an amount not to exceed $5,000.00 may be authorized by
the Director of Public Works or his designee if required to complete the purposes
of this Agreement.
Exhibit 1
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Payment by City for services under subsections ii and iii 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, where the City
has notified Contractor promptly of such failure and allowed the Contractor a reasonable opportunity
to re- perform the subject work to bring it to standard.
b.
3. TERM
Notwithstanding the date of execution of this Agreement, performance of services under
this Agreement shall commence on November 18, 2014 and continue through December 31,
2015, unless terminated earlier in accordance with Section 12, below.
4. INDEPENDENT CONTRACTOR
Contractor 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
Contractor performs the services which are the subject matter of this Agreement; however, the
services to be provided by Contractor shall be provided in a manner consistent with all applicable
standards and regulations governing such services. Contractor shall pay all salaries and wages,
employees social security taxes, unemployment insurance and similar taxes relating to employees
and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described
below:
a. Due to the nature of services provided, Commercial General Liability insurance is not
required.
C. Worker's Compensation Insurance. In accordance with the provisions of Section
3300 of the Labor Code, Contractor, if Contractor 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, Contractor 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.
e. 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.
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6. INDEMNIFICATION
Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, to the extent such claims may
arise from the operations of the Contractor 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.
7. CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the
Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Contractor without reference to information
disclosed by the City.
S. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: Public Works Agency — Water Division
City of Santa Ana
220 South Daisy Avenue
Santa Ana, CA 92703
telefacsimile (714) 647 -3378
To Contractor: Kapsch TrafficCom USA, Inc.
Philip J. Jacobs, Sr. Project Manager
4256 Hacienda Drive, Ste. 100
Pleasanton, CA 94588
Telefacsimile (925) 225 -1610
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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 States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any communication shall be effective or
deemed to have been given twenty -four (24) hours after the time set forth on the transmission
report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of
calculating these time frames, weekends, federal, state, County or City holidays shall be
excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, 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 Contractor. 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 Contractor nor
the City. Each parry to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor 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. Such prior consent is not
required when an assignment or transfer is necessitated by an internal restructuring of
Contractor's business. Nothing in this Agreement shall be construed to limit the City's ability to
have any of the services which are the subject to this Agreement performed by City personnel or
by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor
compensation for all services performed by Contractor 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 Contractor 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 Contractor
consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement, where the City has notified Contractor promptly of such
failure and allowed the Contractor a reasonable opportunity to re- perform the subject work to bring it
to standard.
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13. DISCRIMINATION
Contractor 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. Contractor affirms that it is an equal opportunity employer and
shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may be
brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Contractor 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. Contractor shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
c. In no event shall Contractor be liable for any consequential, indirect, special or
incidental damages. In no event shall Contractor's liability hereunder for direct
damages exceed the amounts paid to Contractor.
d. Contractor shall not be responsible for delays or failure in its performance caused by
factors outside its reasonable control such as, but not limited to, extreme weather
events, acts of the Government, war or conflict or acts of terrorism.
25Q -7
///
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 Cy
sy:
J h Str a
ssistant City Attorney
FOR APPROVAL
FRED MOUSAVIPOUR
Executive Director
Public Works Agency
25Q -8
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
Kapsch TrafficCom USA, Inc.
Mark Thompson
Sr. Vice President
Kapsch TrafficCom USA, Inc.
EXHIBIT A
Kapsch TrafficCom USA, Inc.
MAINTENANCE AND SERVICE CONTRACT PROPOSAL
JULY 17, 2014
25Q -9
Kapsch TrafflcCom USA, Inc.
City of Santa Ana
Public Works Division
220 S. Daisy Ave
Santa Ana, CA 92703
Attention: Mr. Cesar E. Barrera
Reference: City of Santa Ana Water SCADA System
Subject: Kapsch TrafficCom USA, Inc. DYNAC SCADA System
Maintenance and Service Contract
Dear Mr. Barrera:
kC7 Scn
July 17, 2014
Kapsch is pleased to respond to your request for the above referenced Maintenance and
Service Contract Proposal. The term of the contract will be from July 1 2014 to June 30, 2015.
The following paragraphs comprise the terms and conditions upon which the Maintenance and
Service Contract will be based.
Software Maintenance
a) On a bi- annual basis, Kapsch will provide two, 2 -day on -site visits (32 hours total)
preventative software maintenance for the SCADA System servers and
workstations. Services will include general system diagnostics as provided with
original installation, file and disk management, software backup and archiving, etc.
Any additional time requested will be billed at our published Professional and
Support Services rates. Accepted: $ Included
Standard Telephone Support
a) Kapsch's Applications Engineering staff will be made available for telephone support
to answer questions regarding the use, modification or troubleshooting of PLC /RTU
software provided by Kapsch.
b) Kapsch's Software Engineering staff will be made available for telephone support to
answer questions regarding the use, modification or troubleshooting of the DYNAC
SCADA software provided by Kapsch.
c) Kapsch's Software Engineering staff will be made available for telephone and
modem support to remotely diagnose, troubleshoot and resolve any problems found
in the DYNAC SCADA software provided by Kapsch.
d) Client personnel will be required to work with Kapsch personnel via telephone as
needed to ensure that any reported problem may be accurately diagnosed.
Total Standard Telephone Support Accepted: $ Included
Kapsch TrafficCom USA, Inc. 14256 Hacienda Drive, Suite 1001 Pleasanton, CA 94588 Phone: (925) 2261600 1 Fax: (925) 225 -1610 1 w Aapscxocom
25Q -10
Kapsch TrafricCom USA, Inc Kap7C1I ° e44k-
City of Santa Ana
July 17, 2014
Page 2 of 5
Hardware Maintenance
a) On a bi- annual basis, Kapsch will provide on -site preventative hardware
maintenance for the SCADA System servers, workstations and peripheral devices.
Services will include general system diagnostics as provided with original installation,
cleaning, consumables replacement (i.e. changing printer ribbon), etc.
Accepted: $ Not - included
b) Kapsch will provide for repair or replacement of the SCADA System servers,
workstations and peripheral devices via service sub - contracts with original
equipment manufacturers or their authorized representatives. Availability of these
services will be based upon the terms and conditions of the manufacturers' standard
contracts. Accepted: $ Not included
LIMITATION OF LIABILITY. IN NO EVENT SHALL KAPSCH BE LIABLE FOR SPECIAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY WHATSOEVER.
Kapsch, its contractors and suppliers of any tier, shall not be liable in contract, tort or otherwise
for damage to or loss of other property or equipment or systems, cost of capital, cost of
replacement power or equipment, increased operating expenses, delay damages, or claims of
City of Santa Ana's customers no matter how caused, including if caused by: abuse; accident;
alteration or repair by anyone other than Kapsch's authorized representatives; improper
storage; misuse; improper maintenance; failure to observe instructions; improper or
unauthorized access or use; hacker or cracker intrusion or disruption; distributed denial of
service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data,
programs or information; failure of network security; or other acts, omissions, torts or crimes.
City of Santa Ana's remedies stated herein are exclusive and the Kapsch's liability with respect
to any contract, or the performance or breach thereof, relating in any way to any work or
equipment covered by this contract, whether in contract, tort, or otherwise shall not exceed the
price of the particular equipment or part or service for which such liability is claimed. This
provision shall survive termination of the contract.
WARRANTIES. Kapsch warrants the equipment and services of its own manufacture against
defects in material and workmanship for one year from delivery or, if installed by Kapsch, for
one year from installation of equipment/performance of services or portions thereof but not to
exceed eighteen months from shipment, provided City of Santa Ana must give Kapsch
immediate written notice upon discovery of the defect and immediately ceases use of equipment
to prevent further damage. Kapsch's obligation is limited to furnishing a repaired or replacement
part or, at its option, to repairing the defective part F.O.B. Kapsch's plant. City of Santa Ana
shall pay cost of field labor. This warranty excludes equipment or services damaged due to:
abuse: accident; alteration or repair by anyone other than Kapsch's authorized representatives;
improper storage; misuse; improper maintenance; failure to observe instructions; improper or
unauthorized access or use; hacker or cracker intrusion or disruption; distributed denial of
service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data,
programs or information; failure of network security; or other acts, omissions, torts or crimes.
Kapsch reserves the right to investigate claims by City of Santa Ana as to defects. City of Santa
Ana shall pay costs to investigate invalid claims and for any repair or replacement shown by
investigation not to be covered by warranty.
Kapsch TraKicCom USA, Inc. 1 4256 Hacienda Orim Suite 100 1 Pleasanton, CA 94588 Phone: (925) 225 -1600 1 Fax: (925) 225 -1610 1 . kapsch.com
25Q -11
Kapsch TrafficCom USA, Inc. K�7,05Cf7 >>>
City of Santa Ana
July 17, 2014
Page 3 of 5
Products supplied but not manufactured by Kapsch shall be subject only to the warranty
extended by the original manufacturer.
THE WARRANTIES SET FORTH IN THIS PROVISION ARE EXCLUSIVE AND IN LIEU
OF ALL OTHER WARRANTIES WHETHER STATUTORY, EXPRESS OR, IMPLIED
(INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF
DEALING OR USAGE OR TRADE), EXCEPT OF TITLE AND AGAINST PATENT
INFRINGEMENT.
Maintenance and Service Requests
a) All maintenance and service requests shall be documented by the Client (i.e. fax,
memo, etc.) for future reference and administrative purposes. All maintenance and
service requests shall be acknowledged in writing by Kapsch, including diagnosis
and corrective actions taken.
b) All on -site services provided will be documented on field service reports which will be
submitted to the Client daily as services are provided.
Standard Scheduling and Availability
a) Kapsch personnel will be generally available during normal working hours, 8:00am -
5:00pm, Monday through Friday. Scheduling of maintenance and service work will be
based upon current personnel schedules and availability (i.e. at the time of any given
request), and the priority of the request. Priorities for maintenance and service
requests will be determined on a case -by -case basis.
b) Kapsch personnel will also be available for on -call telephone consulting and
troubleshooting services, outside the normal work schedule defined above.
Accepted: $20,000
Miscellaneous Professional and Support Services
c) Additional services and /or materials provided on request will be billed at our
published Professional and Support Services rates on a Not to Exceed (NTE) basis.
Accepted: NTE $25,000
Resident Maintenance and Service Personnel
a) One resident Kapsch Service Engineer will be assigned on a full -time basis to
perform preventative and corrective maintenance on -site during normal working
hours based upon an 8- hour /day, 40- hour /week schedule. The starting time of daily
shifts will be in accordance with normal Client maintenance personnel.
Accepted: $ Not included
Kapsch Tra@ICCom USA, Inc. 14256 Hacienda Drive, Suite 100 1 Pleasanton, CA 94588 Phone: (925) 225 -1600 1 Fax: (925) 225 -1610 1 wl Aapsch.corh
25Q -12
Kapsch TrafficCom USA, Inc.
kapsc%
City of Santa Ana
July 17, 2014
Page 4 of 5
One resident Kapsch Service Engineer will also be available for on -call telephone consulting
and troubleshooting services, outside the normal work schedule defined above. All services
provided upon an on -call basis will be billed per Kapsch's published Professional and Support
Services rates.
Accepted: Time &Material Not Included
Billing
a) The fixed price amounts) quoted above are due upon acceptance of the Contract
and will be invoiced in full based upon Net 30 payment terms.
b) An authorized purchase order for the total amount of all fixed price option(s) selected
is required prior to any services being rendered.
c) The duration of the Contract will be 12 months from the date of acceptance. The
Contract can be renegotiated and renewed on a yearly basis.
Contract Acceptance
Kapsch, Inc.
authorized signature
title
date
Client
authorized signature
title
date
Kapsch TraXicC= 0SA, Inc. 14256 Hacienda Drive, Suite 100 1 Pleasanton CA 945 8 Phone'. (925) 225 -1600 1 Fax.. (925) 225 -1610 1 `^^�+w kapsch.wrh
Kapsch TrafficCom USA, Inc. /iwC^17 >>>
City of Santa Ma
July 17, 2014
Page 5 of 5
Kapsch looks forward to your favorable review of this proposal. If this proposal is deemed
acceptable, please initial each option desired and sign and date both copies and return them to
Kapsch as soon as possible. An executed copy will be returned to you for your records. If you
have any questions or concerns regarding this proposal please contact the undersigned at our
Pleasanton, CA. facility.
Yours Truly,
Kapsch TrafficCom, USA, Inc.
F��
Philip J. Jacobs
Sr. Project Manager
Attachment (1) Professional and Support Services
Kapsch TraRicCom USA, Inc. 14256 Hadenda Drive, Suite 100 1 Pleasanton, CA 94588 Phone. (925) 225 -16001 Fax, (925) 225 -16101 w kapsch corn
25Q -14