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2022/11/30 Cubic GS3 Gridsmart System* Please attached a second page for additional information to support this agreement. CITY OF MENIFEE Agreement/contract coversheet DATE: November 28, 2022 TO: Armando G. Villa, City Manager CC: Agreement Routed to City Attorney: 11/8/2022 (Via email, attached) FROM: Jenny McConville, Management Analyst Carlos Geronimo, Principal Engineer Margarita Cornejo, Deputy Finance Director Amir Zaki, Finance Manager SUBJECT: Software Services Agreement between the City of Menifee and Cubic ITS, Inc. DBA Gridsmart Technologies Inc. for Site Survey Gridsmart Camera System and Software Services. IS THE AGREEMENT/CONTRACT WITHIN THE CITY MANAGER’S SIGNATURE AUTHORITY? Yes – Purchase of Commodities under $50,000 Professional Services under $25,000 Change Order under $25,000 or less than 10% of original contract (supplies, equipment, services or construction contracts) Department Date Initials Kristen Jensen, PW Financial Analyst Nicolas Fidler, PW Director/City Engineer Regina Funderburk, Chief Financial Officer Rochelle Clayton, Assistant City Manager Jeffrey T. Melching, City Attorney Kay Vinson, Acting City Clerk INSURANCE REQUIREMENTS CATEGORY APPLICABLE NOT APPLICABLE WAIVED EXPIRATION DATE General Liability 10/01/2023 Automobile Liability 10/01/2023 Worker’s Compensation 10/01/2023 Professional Liability N/A APPROVED/REVIEWED BY RISK MANAGEMENT (R. Cardenas, Deputy Human Resources Director): DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2 11/29/2022 11/29/2022 11/29/2022 DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 11/29/2022 11/30/2022 12/6/2022 2 Public Works Contract for $60,000 or less No – City Council authorized City Manager to sign (Council action attached) WHY IS THIS AGREEMENT/CONTRACT NEEDED? The agreement between the City of Menifee and Cubic ITS, Inc. DBA Gridsmart Technologies Inc. shall provide the GS3 Gridsmart System and Software License and detection for the new traffic signal at Menifee Road and La Piedra, CIP 21-07 while it is under construction. This signal will have inductive loops installed per the plan however until construction is complete installation is not possible. Such services are needed to run the Gridsmart System Softeware for the entire intersection until construction is complete and the loops can be installed. WHAT IS THE TOTAL LENGTH OF THE AGREEMENT/CONTRACT? The term of the agreement will cover the period of December 1, 2022 through June 30, 2023 WHAT IS THE TOTAL DOLLAR AMOUNT OF THE AGREEMENT/CONTRACT? $20,543.00 (Not-to-Exceed Amount) HOW WAS THE VENDOR/CONSULTANT/CONTRACTOR DECIDED ON? City has requested a proposal from Cubic ITS, Inc. and reviewed for completeness and cost reasonability. Staff is therefore recommending entering into agreement with Cubic ITS, Inc. for these services. Supplies/Equipment/Maintenance/Construction Prior Contract/Experience with the City $5,000 - $49,000 – Three Written Quotes Yes Over $50,000 – Competitive Bidding and Formal Proposals Public Works Projects Professional Services Under $45,000 – Purchase Order, Contract (Prudent Judgement) Under $25,000 – City Manager $45,000 - $174,999 – Informal Bidding Process over $25,000 – City Council Approval Over $175,000 – Formal Bidding Required WHERE ARE THE FUNDS COMING FROM? Project Budget WHAT GENERAL LEDGER ACCOUNT NUMBER SHOULD BE USED FOR THE PURCHASE ORDER? 526-4555-58108 IS THERE SUFFICIENT BUDGET? WHAT IS THE AVAILABLE BUDGET? Yes, as of 11/28/2022 Account #526-4555-58108 in FY22/23 has a balance of $0.00 pending budget roll over. Account #526-4555-58108 in FY 21/22 has a balance of 517,743.77(see attached Eden reports) ATTACHMENTS - CONTRACT/AMENDMENT - CERTIFICATES OF INSURANCE - EMAIL TO CITY ATTORNEY FOR REVIEW/APPROVAL - EXPENDITURE STATUS REPORT (AVAILABILITY OF FUNDS) DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Cubic ITS, Inc. 10545 Hardin Valley Road Knoxville, TN 37932 USA Description GS3 Gridsmart System Expiration Date 1/31/2023 Quote Date 10/21/2022 Quote Number 00018818 Payment Terms Net 30 Prepared By Byron Ellis Contact Name Rob Blough P.E., T.E., PTDE Email byron.ellis@cubic.com Email rblough@cityofmenifee.us Bill To Name Bill To Menifee, CA 29844 Haun Rd Menifee, California 92586 United States Ship To Name Ship To Menifee, CA 29844 Haun Road Menifee, California 92586 United States Product Code Product Sales Price Quantity Total Price GS-3-TEN 1.9" to 4.5" Tenon Bracket USD 167 1.00 USD 167 GS-3-CAT5 Burial Grade Cat5e USD 505 1.00 USD 505 GS3-SYS GS3 System USD 12,495 1.00 USD 12,495 GS-3-PFM Performance Module USD 3,200 1.00 USD 3,200 GS3-RMB Rackmount Bracket for GS3 USD 95 1.00 USD 95 GS-3-SMK SMARTMOUNT Bell Camera USD 3,709 1.00 USD 3,709 GS-3-TS2 TS2 Interface Cable USD 177 1.00 USD 177 GS3-TS2-OPT TS2 Module GS3 USD 195 1.00 USD 195 Total Price Grand Total USD 20,543 USD 20,543 Cubic Transportation Systems will charge a 25% restocking fee on all physical goods and 10% on all software licenses. I agree to the above pricing and terms and would like to place the above product on order. [Signatures on Following Page] DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CITY OF MENIFEE CONSULTANT Armando G. Villa, City Manager Jeffery Price, Vice President Attest: Kay Vinson, Acting City Clerk Jeffery Price, General Manager Date: Approved as to Form: Jeffrey T. Melching, City Attorney All purchase orders and signed quotes adhere to Cubic Transportation Systems Terms & Conditions. See the full document attached. To help us serve you better, please make sure Purchase Orders reference Part Number(s), Quantity, Pricing, Quotation Number, along with any special instructions or shipping preferences. Please submit via email to orders@gridsmart.com or fax to 865-249-6608. Thank you DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 11/30/2022 CUBIC ITS TERMS AND CONDITIONS These terms and conditions of sale (the “Terms and Conditions”) constitute the terms and conditions of sale between Cubic ITS and the party identified on the face hereof or in any separate quote, purchase order or services agreement (“Buyer”). No understanding, promise or representation, and no waiver, alteration, addition to, or modification of any provision hereof, shall be binding upon Cubic unless agreed to in writing by an authorized representative of Cubic. Cubic’s acceptance of any order is subject to Buyer’s assent to all of the terms and conditions set forth herein. Buyer shall be deemed to have accepted these terms and conditions upon its receipt of Cubic’s order acknowledgment or from Buyer’s acceptance of all or any part of the services or products ordered. These Terms and Conditions supersede all other agreements, oral or written heretofore made between Buyer and Cubic relating to the subject matter contained herein. Section I. TERMS OF SALE A. GENERAL These Terms and Conditions apply to equipment purchases, spare parts, software licensing, services and repairs obtained from Cubic. These terms apply to orders placed by the issuance of a purchase agreement or purchase order via email, facsimile, courier or mail as well as to electronic sales placed by Buyer through a Cubic website, if applicable. B. PRICING All prices are in United States Dollars, exclusive of all applicable taxes and are subject to correction or change without notice. Buyer agrees to pay and be solely responsible for the payment of any applicable taxes other than taxes payable based on Cubic’s net income. Export orders may be subject to special pricing. Market sensitive products will be priced according to current market conditions. Despite our efforts, occasional pricing errors may occur. Cubic reserves the right to cancel any and all orders resulting from such pricing errors, even if Buyer has received an order confirmation from Cubic. C. CHANGES All changes in any term or condition hereof must be agreed to and accepted by Cubic. Any difference in price, delivery or other terms resulting from such change shall be equitably adjusted and the purchase agreement/purchase order modified accordingly. D. TERMINATION/CANCELLATION Except as provided in paragraph EE of Section II, if the Buyer cancels or partially terminates this Agreement, and Cubic is not in breach hereof, in the event of a partial termination or if the entire purchase agreement/purchase order is terminated, the Buyer shall pay 100% of the actual costs incurred by Cubic relating to such termination plus 15%, up to a maximum of 115% of the value of the purchase agreement/purchase order. E. DELAY IN SHIPMENT If the Buyer fails to accept shipment in accordance with the agreed schedule, such failure may be considered by Cubic as a Breach entitling Cubic to terminate this purchase agreement/purchase order in whole or in part, as applicable, in accordance with Clause F hereof. F. DELIVERY Delivery date is the date stated in the purchase agreement/purchase order acknowledgment. Cubic will not allow partial shipments without the consent of the Buyer. G. SHIPMENT and RISK OF LOSS Shipment will be F.O.B. Origin Freight Paid. Transportation method is at H. Cubic’s option and Cubic shall bear the responsibility for outbound transportation charges. INVOICING AND PAYMENT TERMS Invoicing shall take place at time of shipment. Payment terms are net thirty (30) days from date of invoice. Buyer agrees that these same terms will also apply to any partial shipments. Cubic accepts cash, check, Electronic Funds Transfer and certain credit cards. All credit extended by DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Cubic to Buyer and the limits of such credit, is at Cubic’s sole discretion, and may be reduced or revoked by Cubic at any time, for any reason. As a condition for the continued extension of credit, Buyer agrees to provide Cubic with current credit information and the latest annual financial statement within five (5) business days following request by Cubic. Furthermore, Cubic reserves the right to charge Buyer a late payment fee at the rate of one and one-half percent (1½%) of the amount due for each month or portion thereof that the amount due remains unpaid or such amount as may be permitted under applicable law.. Export orders may be subject to special export payment terms and conditions. All payments must be made in U.S. dollars. If Buyer fails to make payment within thirty (30) days of invoice, or fails to comply with Cubic’s credit terms, or fails to supply adequate assurance of full performance to Cubic within a reasonable time after requested by Cubic (such time as specified in Cubic's request), Cubic may defer further shipments or interrupt services, if any, until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order in accordance with Clause F hereof. Additionally, Buyer, and each of its subsidiaries and affiliates, agrees to provide to Cubic proper authorization necessary for Cubic to request any financial information from third parties. Buyer agrees to assume responsibility for, and Buyer hereby unconditionally guarantees payment of, as provided herein, all purchases made by Buyer, its subsidiaries and affiliates. Each of Buyer’s subsidiaries and affiliates purchasing from Cubic are jointly and severally liable for purchases with Buyer, and Buyer is also acting as agent for such subsidiaries and affiliates. I. SALES AND SIMILAR TAXES The prices provided for in any purchase agreement/purchase order are exclusive of any present or future import duty, federal, state, provincial, county, municipal, or other sales, use, excise, gross receipts, value added or similar tax with respect to the products and services covered hereby, and of any inventory or property tax or other similar charges with respect to the products and services covered hereby, unless such taxes are provided in the applicable quotation. If Cubic is assessed or is required by applicable law or regulation to pay or collect any such duty, tax, or charge on account of this purchase agreement/purchase order, then such amount of tax or taxes shall be paid by the Buyer to Cubic in addition to the prices otherwise provided in the purchase agreement/purchase order. If the Buyer is exempt from the payment of applicable duty, tax, or charge, the Buyer shall provide Cubic with a suitable copy of the tax-exempt certificate or permit at the time the purchase agreement/purchase order is issued. J. WARRANTY Cubic warrants to the Buyer that the deliverables hereunder will be free from defects in material and workmanship, and that services will be the kind and quality designated or specified in the quotation. In particular: See Section III, Software License Agreement, for Support and Maintenance applicable to software. See Section II below for warranty applicable to services. The warranty applicable to equipment, spare parts and repairs shall apply to defects in materials and workmanship appearing within one (1) year from the date of shipment by Cubic. If any deliverables do not conform to the applicable warranty, and if the Buyer promptly notifies Cubic, Cubic shall thereupon, if it confirms the DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 existence of the claimed defect, including non-conformance with the applicable specification, correct the defect by, at Cubic’s option, either repairing the defect at no charge to Buyer, or by making necessary replacement products available at the Buyer’s location. THIS LIMITED WARRANTY DOES NOT COVER LOSS OR DAMAGE WHICH: (i) IS DUE TO IMPROPER INSTALLATION (OTHER THAN INSTALLATION BY CUBIC), MAINTENANCE, MISUSE, NEGLECT, OR ANY CAUSE OTHER THAN THE BUYER’S, OR ITS CUSTOMER’S OR CONTRACTOR’S, USE OF THE PRODUCT IN THE APPLICATION IT WAS INTENDED; (ii) IS DUE TO ADJUSTMENT, REPAIR OR MODIFICATION BY ANY PERSON OTHER THAN AS AUTHORIZED BY CUBIC; OR, (iii) IS DUE TO STORAGE OR USE IN AN IMPROPER ENVIRONMENT, EXCESSIVE OR INADEQUATE HEATING OR AIR CONDITIONING, AND ELECTRICAL POWER FAILURES, SURGES OR OTHER IRREGULARITIES WHILE IN THE CUSTODY OR CONTROL OF BUYER OR ITS CUSTOMER OR CONTRACTORS. CUBIC IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY HARDWARE OR COMPUTER OPERATING SYSTEMS WHICH ARE NOT COMPATIBLE WITH THE SYSTEM SPECIFICATIONS AS SET FORTH IN CUBIC’S TECHNICAL DOCUMENTATION, OR FOR PROBLEMS IN THE INTERACTION WITH NON-CUBIC SUPPLIED SOFTWARE, THE USE OF WHICH IS NOT APPROVED BY CUBIC. CUBIC SHALL HAVE NO LIABILITY WITH RESPECT TO DELIVERABLES THAT WERE SUBJECTED TO ABUSE, VANDALISM OR MISUSE. THE WARRANTY SET FORTH HEREIN IS THE SOLE AND EXCLUSIVE WARRANTY, IN LIEU OF ALL OTHER WARRANTIES, AND NO OTHER WARRANTIES OF ANY KIND SHALL APPLY, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM THIRD PARTY INFRINGEMENT CLAIMS. K. RETURN/RESTOCKING CHARGES No returns, for any reason, will be accepted without Buyer obtaining a Return Material Authorization (RMA) Number in advance from Cubic. A 25% restocking fee based on the item price will be charged to the Buyer for all returns for reasons other than warranty. Freight charges will be the responsibility of the Buyer. Before returning any product for any reason, Buyer must: (i) contact the Cubic facility from which the product was purchased; (ii) use the Cubic ticketing system http://cubicits.freshdesk.com; or (iii) call Customer Care at 1-866-652-5347 to speak to your Customer Service Representative. L. MAINTENANCE Buyer shall be responsible for the maintenance of any deliverables provided. In the event Buyer elects to have Cubic perform maintenance, such maintenance will be provided at prevailing service rates. M. LIMITATION OF LIABILITY CUBIC SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES WHICH MAY BE SUFFERED BY BUYER WITH RESPECT TO THIS PURCHASE AGREEMENT/PURCHASE ORDER, INCLUDING BUT NOT LIMITED TO, LOSS OF PRESENT OR PROSPECTIVE CUBIC TERMS AND CONDITIONS PROFITS, LOSS OF INCOME OR REVENUE, EXPENDITURES, INVESTMENTS OR COMMITMENTS, OR LOSS OF BUSINESS OR DATA, WHETHER IN AN ACTION IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), EVEN IF CUBIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF CUBIC FOR CLAIMS ASSERTED UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY. DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 N. TITLE The title and right of possession of Buyer’s equipment repaired or modified hereunder shall remain with the Buyer, subject to any applicable lien rights of Cubic. Cubic shall bear risk of loss for Buyer’s property while on Cubic’s premises. Reasonable access to this equipment shall be provided to Buyer. Cubic shall retain title for all shipped items until delivery F.O.B. Origin Freight Prepaid. O. CHOICE OF LAW / DISPUTES The validity, interpretation and performance of the purchase agreement/purchase order shall be governed by and construed under the laws of the State ofCalifornia, excluding its choice of law principles. Any controversy or claim arising out of or relating to the purchase agreement/purchase order, transaction or the breach, termination, or invalidity thereof, shall be settled by binding arbitration in Riverside County, California, USA, in accordance with the rules of the American Arbitration Association (“AAA”). There shall be one arbitrator appointed by the AAA trained in the law who shall have experience in arbitration of similar disputes. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall be responsible for its respective costs and attorneys’ fees incurred in arbitration, except that costs and fees invoiced by the AAA for the services of the arbitrator(s) and its own fees and expenses shall be borne equally by the parties. P. PROPRIETARY RIGHTS AND SOFTWARE Title to all Cubic and third-party software (including software embedded within hardware), proprietary data, intangible property, intellectual property, patents, patents pending, trade secrets, copyrights, trade dress, service and trademarks, service and trade names, designs, drawings, and the like, shall remain with Cubic or relevant third party, as applicable. All software usage hereunder shall be governed by the Cubic Software License Agreement, Section III. Buyer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights reserved by Cubic, or any trademarks or service marks owned by suppliers to Cubic. Buyer shall have no right to copy or use any of the intellectual property of Cubic or its suppliers without Cubic's written permission. Q. CONFIDENTIALITY Buyer shall treat the delivery items as confidential, and shall not disclose them, nor any part of them to third parties Only Buyer's employees who have a need to know, and who are informed in writing not to disclose the deliverable items or any part of them to third parties, may have access to the deliverable items. Buyer shall not reverse engineer the deliverable items. In addition, any other items which are marked as confidential, proprietary, or the like, shall not be disclosed to any third party and may be disclosed to only those employees of Buyer described above. R. FORCE MAJEURE The parties shall not be liable to each other for any loss, damage or other claim whatsoever arising out of a delay, failure or inability to perform any obligation(s) contained in the purchase agreement/purchase order which is beyond a party’s reasonable control. Such causes may include, but are not limited to, any act of God, severe weather conditions, catastrophic events, fire, flood, lightning, earthquake, tornado, labor disputes, transportation delays, pandemic, war, terrorism (actual or threatened), revolution, riot, sabotage, act of the public enemy, explosion, embargo, confiscation or act or failure to act of any government, agency, board or commission. Lack of finances shall in no event be deemed to be a cause beyond a party’s reasonable control. S. CUSTOM PRODUCTS Cubic may offer products manufactured or assembled to Buyer’s specifications (“Custom Product(s)”). Cubic is not responsible for verifying or confirming the accuracy of specifications provided by Buyer to Cubic for Custom Products. DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CUBIC'S LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. CUSTOM PRODUCT WARRANTY PROVIDED BY CUBIC SHALL BE LIMITED TO DEFECTS IN MATERIALS AND WORKMANSHIP ARISING IN THE FIRST YEAR AFTER THE DATE OF SHIPMENT AND WILL BE BUYER'S SOLE REMEDY. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed. T. EXPORT COMPLIANCE Cubic's performance hereunder may be subject to export restrictions, regulations, and licensure. Buyer shall assist Cubic, to the extent necessary, in obtaining all applicable U. S. Government export licenses. Cubic's failure to timely receive appropriate export licensure or government documentation shall excuse Cubic from performance. Once the delivery items are in Buyer's custody, Buyer shall comply with continuing export restrictions, regulations, licensure, and technical assistance agreement(s), including without limitation, the International Traffic in Arms Regulations, Title 22 Code of Federal Regulations Section 120 et seq. Buyer shall defend and indemnify Cubic from all losses and damages arising from Buyer's breach of the obligations set forth in this Section. U. ANTI-BRIBERY/GRATUITIES/CORRUPTION COMPLIANCE Buyer hereby certifies that it has and will continue to comply with all applicable anti-bribery, anti-corruption, and procurement integrity laws and regulations (including, but not limited to, the United States Foreign Corrupt Practices Act and the U.S. Procurement Integrity Act) in all matters pertaining or related to the subject matter of this Agreement. Buyer shall, from time to time, provide written certifications to this effect upon written request from Cubic. DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 SECTION II ADDITIONAL TERMS AND CONDITIONS RELATED TO THE PERFORMANCE OF SERVICES. IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, PERFORMANCE OF SERVICES WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL SERVICE TERMS”). SERVICES MAY BE PERFORMED BY: (i) CUBIC, ITS EMPLOYEES AND AGENTS (“CUBIC PERSONNEL”); (ii) CUBIC SUBSIDIARIES OR AFFILIATES (“CUBIC SERVICE ENTITIES”); OR THIRD-PARTY SUBCONTRACTORS ("THIRD-PARTY PROVIDERS"). FOR PURPOSES OF THIS SECTION II, CUBIC PERSONNEL, CUBIC SERVICE ENTITIES AND THIRD-PARTY PROVIDERS ARE EACH REFERRED TO AS A “SERVICE PROVIDER” AND EACH SERVICE PROVIDER, TOGETHER WITH ITS PERSONNEL, IS REFERRED TO AS “SERVICE PROVIDER PERSONNEL.” THE TERMS AND CONDITIONS CONTAINED IN THIS SECTION II ARE EXTENDED SOLELY BY THE SPECIFIC SERVICE PROVIDER PERFORMING SERVICES. DEPENDING UPON THE NATURE OF THE SERVICES PROVIDED, THE APPLICABLE SERVICE PROVIDER MAY REQUIRE BUYER TO EXECUTE ADDITIONAL CONTRACTUAL DOCUMENTS PRIOR TO THE PERFORMANCE OF SUCH SERVICES. IN THE EVENT OF A CONFLICT BETWEEN THE STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL SERVICE TERMS IN SECTION II, THE ADDITIONAL SERVICE TERMS IN SECTION II SHALL PREVAIL FOR THE PERFORMANCE OF SERVICES. AA. LIMITED SERVICES WARRANTY ALL SERVICES WILL (i) BE PERFORMED IN A WORKMANLIKE MANNER; (ii) CONFORM TO THE SPECIFICATIONS (IF ANY) PROVIDED BY THE SERVICE PROVIDER IN A STATEMENT OF WORK; AND (iii) IF SERVICES ARE IMPROPERLY PERFORMED AND BUYER NOTIFIES THE SERVICE PROVIDER OF THE IMPROPERLY PERFORMED SERVICES WITHIN 90 DAYS AFTER PERFORMANCE OF SUCH SERVICES, THEN THE SERVICE PROVIDER WILL RE-PERFORM THOSE SERVICES, IN WHOLE OR IN PART, AS NECESSARY TO CURE THE PARTICULAR BREACH, OR AT THE SERVICE PROVIDER'S SOLE OPTION, REFUND THE AMOUNT PAID BY BUYER FOR THE SERVICES DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH. THE SERVICE PROVIDER'S RE-PERFORMANCE OR REFUND OF AMOUNTS PAID BY BUYER FOR THE SERVICE DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH SHALL BE BUYER'S SOLE AND EXCLUSIVE REMEDY. BB. WARRANTY DISCLAIMER AND WAIVER FOR SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION II FOR SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SERVICE PROVIDER DISCLAIMS, AND BUYER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET FORTH IN THIS SECTION II ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SERVICES FOR THEIR INTENDED PURPOSE AND SHALL NOT APPLY TO SERVICES WHICH HAVE BEEN SUBJECT TO MODIFICATION BY BUYER OR ANY THIRD PARTY. CC. LIMITATION OF LIABILITY THE SERVICE PROVIDER EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE SERVICE PROVIDER'S LIABILITY IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF SERVICES THAT GIVES RISE TO ANY PARTICULAR LIABILITY. DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 DD. PAYMENT AND CREDIT TERMS Except as otherwise agreed to by the parties, Buyer will be invoiced upon completion of mutually agreed milestone(s) or completion of services. Payment terms are net thirty (30) days from the date of invoice. All other payment terms are as set forth in Section I. EE. TERMINATION Either party may terminate the service agreement at any time and for any reason upon sixty (60) days' written notice to the other party. If terminated by Buyer, Buyer shall, in addition to amounts previously paid, pay Service Provider an amount equal to the value of any work completed and not billed plus all reasonable wind-down costs to close out the service agreement the greater of (i) Ten percent (10%) of the total project cost quotation thereto (the “Total Project Cost”), or (ii) an amount equal to the Total Project Cost multiplied by the percentage completion for such project at the time the notice of termination is given, as determined by Service Provider. FF. INDEMNITY Buyer and Service Provider shall mutually defend, indemnify and hold harmless Service Provider and its respective officers, directors, employees, subcontractors and agents (each individually, an “Indemnified Party”) from and against any and all any claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses (including reasonable attorneys' fees) (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to the services; except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, Buyer shall resist and defend such action, suit or proceeding by counsel of its choice with consent from the Indemnified Party, at the sole expense of Buyer, provided that (i) the Indemnified Party notifies Buyer promptly in writing of the claim; (ii) Buyer's counsel does not give rise to a conflict of interest with respect to the Indemnified Party; (iii) Buyer has control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of status, provided that Buyer shall only settle the legal action with consent from the Indemnified Party; and (iv) the Indemnified Party provides Buyer with all reasonably necessary assistance, information, and authority to perform the foregoing at Buyer's expense. GG. ACCESS TO BUYER’S PREMISES To the extent access to and/or office space within Buyer's premises is required; Buyer shall provide Service Provider personnel such access to and/or office space within Buyer's premises free of charge as necessary for performance of services supplied by Service Provider. Prior to starting any work at Buyer's premises, Buyer will: (i) provide documentation that identifies any existing hazardous materials or dangerous or potentially dangerous conditions on or about Buyer's premises; and (ii) allow Service Provider personnel, at its option, reasonable access to Buyer's premises to perform or have performed a visual site inspection. Service Provider will have no responsibility or liability for the actual existing conditions; or identifying, correcting or advising Buyer of existing conditions on Buyer's premises (“Pre-Existing Conditions”), and Buyer shall be responsible for and shall indemnify each Service Provider and each of the Service Provider personnel from and against any Liabilities arising out of or relating to any Pre-Existing Conditions, regardless of whether previously disclosed to any Service Provider or Service Provider personnel. Buyer shall not attempt to condition the right of Service Provider personnel to obtain free access to Buyer's premises upon the signing of any agreement, waiver, or release which in any way purports to affect the legal rights or obligations of Service Provider or DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Service Provider personnel. If any Service Provider personnel sign such an agreement, waiver, or release, it shall be of no force and effect. Buyer shall comply with Cubic’s workplace safety requirements, including the COVID-19 Workplace Safety Protocols and all other applicable laws relating to workplace safety and COVID-19 including Executive Order (EO) 14042 on Ensuring Adequate COVID Safety Protocols for Federal Contractors, DFARS 252.223-7999 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors (Deviation 2021-O009) and FAR 52.223-99 Ensuring Adequate COVID-19 Safety Protocols for Federal Contractors (Oct 2021) (Deviation). Buyer shall also comply with such other and further protocols and rules as may be announced by Cubic from time to time or required by additional US Government regulations, EOs or under the guidance of the Safer Federal Workforce Task Force. HH. RIGHT TO SUBCONTRACT Buyer agrees that the Service Provider may subcontract the performance of services to third parties. Buyer authorizes the Service Provider to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor. DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 SECTION III SOFTWARE LICENSE AGREEMENT THE SOFTWARE PROGRAMS AND/OR DOCUMENTATION (“SOFTWARE”) PROVIDED TO YOU ARE LICENSED, NOT SOLD. CUBIC ITS, (“CUBIC ”), OWNS ALL COPIES OF THE SOFTWARE, INCLUDING BACKUP AND ARCHIVAL COPIES. YOU (THE “LICENSEE”) ONLY HAVE THE LIMITED RIGHTS EXPRESSLY GRANTED TO YOU UNDER THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT (“SLA”). LICENSEE UNDERSTANDS AND ACKNOWLEDGES THE FOLLOWING TERMS AND CONDITIONS AND AGREES THAT INSTALLING, OPERATING OR USING THE SOFTWARE IN ANY WAY INDICATES LICENSEE’S ACCEPTANCE OF THESE TERMS AND CONDITIONS. 1. Rights in Data. Licensee acknowledges and agrees that all ownership rights, title and interest in the Software shall remain with Cubic, whether or not incorporated into or with other software, including, but not limited to, the right of copyright. Licensee acknowledges and agrees that the Software is the proprietary information of Cubic and that this Agreement grants Licensee no title or right of ownership in the Software. 2. License Grant. In consideration of the payment of the license fee under separate agreement and Licensee’s acceptance of the terms of this SLA, Cubic hereby grants to Licensee a royalty free, irrevocable, perpetual, nonexclusive, non-transferable, non-sublicensable license to use the Software. Any revision changes, updates, upgrades or enhancements to the Software that are provided to Licensee shall be subject to all terms of this SLA. Licensee may make one (1) copy of the Software for back-up purposes only. 3. Restrictions. Licensee may not: (a) copy (other than the one copy for back-up purposes), distribute, rent, lease, assign, transfer, mortgage, or sell the Software or sublicense all or any portion of the Software; (b) reverse engineer, decompile or disassemble the Software; or (c) modify, alter or make derivative works of the Software. Licensee agrees to keep confidential and implement reasonable measures to prevent and protect the Software and its contents from unauthorized disclosure or use. Licensee also agrees to include the copyright notice, trademark, or proprietary legends of Cubic associated with the Software on the back-up copy, and to verify the same has been affixed to any revision changes, updates, upgrades or enhancements that are provided to Licensee. 4. Media Warranty. For ninety (90) days from the date of delivery (the “Media Warranty Period”), Cubic warrants that the media on which the Software is contained will be free from defects in materials and workmanship. During the Media Warranty Period, Licensee may return the defective media to Cubic and it will be replaced without charge. Replacement of media is Licensee’s sole remedy in the event of a media defect in breach of this warranty. 5. Support and Maintenance. The Software shall substantially perform as described in the Cubic documentation, as it exists on the date of delivery for one year from the date of delivery. Cubic’s sole obligation for support and maintenance shall be limited to using reasonable efforts to correct reported defect(s) and to supply a corrected version as soon as is reasonable after Cubic is notified of such defect(s). DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 6. THE LIMITED WARRANTIES CONTAINED HEREIN DO NOT INCLUDE LOSS OR DAMAGE WHICH: (i) IS DUE TO IMPROPER INSTALLATION (INSTALLATION BY ANYONE OTHER THAN CUBIC OR AS APPROVED BY CUBIC); (ii) IS DUE TO MISUSE, NEGLECT, FAILURE TO PERFORM PROPER AND REQUIRED MAINTENANCE, OR ANY USE OTHER THAN IN A TRANSIT APPLICATION BY LICENSEE OR ITS CUSTOMER OR CONTRACTORS; (iii) IS DUE TO ADJUSTMENT, REPAIR OR MODIFICATION BY ANY PERSON OTHER THAN CUBIC OR AS AUTHORIZED BY CUBIC; OR, (iv) IS DUE TO STORAGE OR USE IN AN IMPROPER ENVIRONMENT, EXCESSIVE OR INADEQUATE HEATING OR AIR CONDITIONING, AND ELECTRICAL POWER FAILURES, SURGES OR OTHER IRREGULARITIES WHILE IN THE CUSTODY OR CONTROL OF LICENSEE OR ITS CUSTOMER OR CONTRACTORS. IN ADDITION, CUBIC DOES NOT WARRANT THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE SHALL OPERATE IN ALL COMBINATIONS OR SEQUENCE; THAT ALL SOFTWARE ERRORS OR DEFECTS FOR WHICH THERE IS A REASONABLE WORK- AROUND WILL BE CORRECTED; OR THAT THE SOFTWARE IS FREE FROM VIRUS AND ALL LATENT DEFECTS. CUBIC IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY COMPUTER HARDWARE OR OTHER COMPUTER OPERATING SYSTEMS WHICH ARE NOT COMPATIBLE WITH THE SYSTEM SPECIFICATIONS REQUIRED TO RUN THE SOFTWARE AS SET FORTH IN CUBIC’S TECHNICAL DOCUMENTATION, OR FOR PROBLEMS IN THE INTERACTION OF THE SOFTWARE WITH NON-CUBIC SUPPLIED SOFTWARE, THE USE OF WHICH IS NOT APPROVED BY CUBIC. 7. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, CUBIC GRANTS NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREEDOM FROM THIRD PARTY INFRINGEMENT CLAIMS. 8. CUBIC SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES WHICH MAY BE EXPERIENCED BY LICENSEE WITH RESPECT TO THIS SOFTWARE LICENSE AGREEMENT AND/OR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF INCOME OR REVENUE, EXPENDITURES, INVESTMENTS OR COMMITMENTS, OR LOSS OF BUSINESS OR DATA, WHETHER IN AN ACTION IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), EVEN IF CUBIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF CUBIC FOR CLAIMS ASSERTED UNDER THIS SOFTWARE LICENSE AGREEMENT SHALL BE LIMITED TO THE TOTAL VALUE OF THE LICENSE FEE PAID FOR THE SOFTWARE GIVING RISE TO ANY SUCH LIABILITY. 9. INDEMNIFICATION. (a) Cubic agrees to defend, or at its option settle, indemnify and hold Licensee harmless from any and all third party intellectual property infringement suits, claims, or proceedings brought against Licensee as a result of Licensee’s stand-alone use of the Software where Licensee has (i) given Cubic prompt notice of such suit, claim, or proceeding; (ii) allowed Cubic to have sole control of the defense or settlement of such suit, claim or proceeding; and (iii) given Cubic all necessary assistance to defend the same. (b) Notwithstanding subparagraph (a) above, Cubic shall not be bound to defend, indemnify, or hold Licensee harmless where (i) such claim or action would have been avoided but for modifications of the Software, or portions thereof, made after delivery to the Licensee; (ii) such claim or action would have been avoided but for the combination or use of the Software, or portions thereof, with DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 other products, processes or materials not supplied or specified in writing by Cubic; (iii) Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (iv) Licensee’s use of the Software is not strictly in accordance with the terms of this Software License Agreement. Licensee will be liable for all damages, costs, expenses, settlement and attorneys’ fees related to any claim of infringement arising as a result of (i) – (iv) in the immediately preceding sentence. (c) If a third party's claim endangers or disrupts Licensee's use of the Software, Cubic shall, at Cubic’s option and at no charge to Licensee, (i) obtain a license so Licensee may continue use of the Software; (ii) modify the Software to avoid the infringement; (iii) replace the Software with a compatible, functionally equivalent and non-infringing product; or (iv) refund to Licensee the amount paid for the Software as depreciated on a straight-line sixty (60) month basis; provided, however, Cubic shall have no such obligation where any of subparagraphs (b)(i)-(iv) apply. (d) THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CUBIC, AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE. 10. EXPORT REGULATIONS. If the Software is for use outside of the United States, Licensee agrees to comply fully with all relevant regulations of the United States Department of Commerce and with the United States Export Administration Act to assure that the Software and media are not exported in violation of the United States Export Laws. 11. MAINTENANCE. Licensee may obtain maintenance support after the one year period for the Software by purchasing a software maintenance contract from Cubic at its then current applicable fees. 12. GOVERNING LAW. This Software License Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of Texas, USA. 13. DISPUTE. In the event of any unresolved dispute between the parties relating to this Software License Agreement, such unresolved dispute shall be submitted to binding arbitration under the Commercial Rules of Arbitration of the American Arbitration Association (AAA). The arbitration shall be held in Fort Bend County, Texas, USA. There shall be a single arbitrator appointed by the AAA. The decision of the arbitrator shall be final and binding. The prevailing party shall be entitled to recover actual attorney fees and costs, including expert witness fees and associated expenses. Licensee acknowledges that, due to the unique nature of the Software, there may be no adequate remedy at law for the Licensee’s unauthorized use or disclosure of the Software in breach of this Software License Agreement and that such breach may cause immediate and irreparable harm to Cubic. Accordingly, notwithstanding the provisions of the paragraph above, upon any such breach or any threat thereof by the Licensee, Cubic shall be entitled to pursue appropriate equitable or injunctive relief from any court of competent jurisdiction. 14. NON-WAIVER. Failure or neglect by Cubic to enforce at any time any of its rights or remedies shall not be deemed a waiver of its rights or remedies nor prejudice Cubic’s right to take subsequent action. DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 15. SEVERABILITY. In the event any of these terms are determined to be invalid or unenforceable to any extent such term shall be modified to the limited extent required to permit its enforcement in a manner most closely representing the intention of the Parties as expressed herein, and the remainder of this Software License Agreement shall continue to be valid to the fullest extent permitted by law. 16. ASSIGNMENT. Licensee may not assign this Software License Agreement without the prior written consent of Cubic which shall not be unreasonably withheld. 17. TAXES. Licensee is responsible for payment of all applicable taxes associated with this Software License Agreement. 18. ENTIRE AGREEMENT. No change, waiver, or discharge hereof shall be valid unless in writing and signed by authorized representatives of both the Licensee and Cubic. This Software Agreement is the exclusive statement of the understanding between the parties with respect to licensing the Software. DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Type of Environment System Expectations Visual Obstructions Obstruction details: Cabinet Ground Resistance =< 25 Ohms? Yes No Ground & Neutral AC Power Consistent? Yes No Cabinet Type: NEMA TS-1 NEMA TS-2 NEMA Hybrid 170 2070L 2070E Caltrans 33x Stretch M Controller type/brand: McCain 2070 ATC Shelf or Rack mount: Network connection: - Controller Interface Equipment: GS3 Processor Qty GS3-SYS TS1 I/O Cable Qty - GS I/O Card Qty GS3-TS2-OPT TS2 SDLC Cable Qty - GS-3-CBP Qty - GS-3-C12 Cable Qty 1 GS-3-ITS Cable Qty - Rack Mount Ears Qty 1 GRIDSMART Site Survey Revised: 10/03/2022 Project Title: City Contact: Phone No: City: Menifee State: CA Country: Sales Rep: Byron Ellis Project Manager: Date completed: 10-25-2022 Intersection Name: Menifee & La Pierdra Metro Rural Residential Open Flat Hills Interstate Stopbar Detection Data Collection Adaptive No. of approaches: 3 No. of phases: - Trees, shrubs, vegetation Overhead wires Signs/Displays SITE INFORMATION (check all that apply) ELECTRICAL PROFILE TRAFFIC CABINET INFORMATION DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Bell Camera(s) mounted at least 35 ft/10.6m high?: Yes No If using a single Bell Camera, will it be within 75 ft/23m of the intersection center? Yes No Will the Bell Camera(s) be within 150ft/45m from the furthest stopbar? Yes No *Note. If camera distances are greater than 300’ from the cabinet, the SMARTMOUNT2025 Fiber Solution will be required. Cameras and Mounting SMARTMOUNT2025 (Fiber) Bell Cameras GS-3-SMK-F (10’ x 3’ Pole) Qty - GS-3-SMK-F-L (3’ x 3’ Pole) Qty - Traditional Cameras GS-3-SMA-F Qty - GS-3-SMS-F Qty - SMARTMOUNT (CAT5e) Bell Cameras GS-3-SMK (10’ x 3’ Pole) Qty 1 GS-3-SMK-L (3’ x 3’ Pole) Qty - Traditional Cameras GS-3-SMA Qty - GS-3-SMS Qty - Pole Mounting Hardware GS-3-CBL (84” Cable) Qty - GS-3-TEN (Tenon 2”-4.5”) Qty 1 Misc. Hardware GS-3-ETA (POE Switch) Qty - Additional notes: Camera to be mounted on luminaire arm at 90 degree angle into the intersection GRIDSMART Site Survey Revised: 10/03/2022 CAMERA INFORMATION DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Drag image(s) here GRIDSMART Site Survey Revised: 10/03/2022 CABINET IMAGERY DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Drag image(s) here GRIDSMART Site Survey Revised: 10/03/2022 AERIAL IMAGERY DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Drag image(s) here GRIDSMART Site Survey Revised: 10/03/2022 GROUND IMAGERY DocuSign Envelope ID: 8A04C0F8-3CF8-42F7-B5C2-1C2CE5916D30DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 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 $ $ $ $ $ T6Q3VV82 10/01/2023 City of Menifee and its officers, employees, agents, and authorized volunteers 29844 Haun Rd Menifee, CA 92586 1,000,000 1,000,000 713-877-8975 713-877-8974 Continental Casualty Company American Casualty Company of Reading, Pennsylvania 1,000,000 20494 10/01/202310/01/2022 10/01/202310/01/2022 1,000,000 1,000,000 3,000,000 20443 A Transportation Insurance Company 6075838847 A BC D 3,000,000 N McGriff Insurance Services, Inc. 10100 Katy Freeway, #400 Houston, TX 77043 Cubic ITS, Inc. Trafficware Group, Inc. 522 Gillingham Drive Sugar Land, TX 77478 11/10/2022 10/01/2022 WC6072902292 - AZ, OR, MA, WIWC6072902177 - AOS WC6072902258 - CA 1,000,000 General Liability & Automobile policies deductibles: $100,000; General Liability (Stop Gap) & Workers Compensation policies deductibles: $350,000 The Certificate Holder is included as Additional Insured as respects to General Liability and Automobile Liability. A Waiver of Subrogation is provided as respects to General Liability, Automobile Liability and Workers' Compensation. The General Liability policy includes Separation of Insureds wording. Coverage is primary and non-contributory as respects to General Liability and Automobile Liability. All as required by written contract subject to policy terms, conditions and exclusions. 1,000,000 6075780061 20427 Continental Insurance Company X X X X X X X Page 1 of 12 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Business Auto Policy Policy Endorsement ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional Insured Person Or Organization ANY PERSON OR ORGANIZATION THE NAMED INSURED IS OBLIGATED TO PROVIDE INSURANCE WHERE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. 1.In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2.The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the “accident” for which the additional insured seeks coverage under this policy. 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. Policy No: BUA 6075780061 Policy Effective Date:10/01/2021 Policy Page: of Form No: CNA71527XX (10-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: ; Page: 1 of 1 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 © Copyright CNA All Rights Reserved. T6Q3VV82Page 2 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Business Auto Policy Policy Endorsement WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: CUBIC CORPORATION Endorsement Effective Date: 10/01/2021 SCHEDULE Name(s) Of Person(s) Or Organization(s): As required by written contract Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Endorsement No: 67; Page: 1 of 1 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CA 04 44 10 13 Endorsement Effective Date: Policy No: BUA 6075780061 Policy Effective Date: 10/01/2021Endorsement Expiration Date: © Copyright Insurance Services Office, Inc., 2011 T6Q3VV82Page 3 of 12 10/01/2022 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CNA PARAMOUNT Additional Insured -Owners,Lessees or Contractors - Scheduled Person or Organization Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s) IF SPECIFICALLY REQUIRED BY WRITTEN CONTRACT TO BE NAMED ON OUR POLICY Location(s)Of Covered Operations Information required to complete this Schedule,if not shown above,will be shown in the Declarations. 6075838847CG20 10 (07-04)Policy No: 12Page1 of 2 Endorsement No: CONTINENTAL CASUALTY COMPANY Effective Date: 10/01/2021 CUBIC CORPORATIONInsuredName: Copyright,ISO Properties,Inc., 200450020004760758388479724 T6Q3VV82Page 4 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CNA PARAMOUNT Additional Insured -Owners,Lessees or Contractors - Scheduled Person or Organization Endorsement 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,in 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)designated above. B.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: bodily injury or property damage occurring after: 1.All work,including materials,parts or equipment furnished in connection with such work,on the project (other than service,maintenance or repairs)to be performed by or on behalf of the additional insured(s)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 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. 6075838847CG20 10 (07-04)Policy No: 12Page2 of 2 Endorsement No: CONTINENTAL CASUALTY COMPANY Effective Date: 10/01/2021 CUBIC CORPORATIONInsuredName: Copyright,ISO Properties,Inc., 2004 T6Q3VV82Page 5 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CNA PARAMOUNT Additional Insured -Owners,Lessees or Contractors - Completed Operations Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s) AS REQUIRED BY WRITTEN CONTRACT Location And Description Of Completed Operations Information required to complete this Schedule,if not shown above,will be shown in the Declarations. 6075838847CG2037(07-04)Policy No: 79Page1of2EndorsementNo: CONTINENTAL CASUALTY COMPANY 10/01/2020EffectiveDate: CUBIC CORPORATIONInsuredName: Copyright,ISO Properties,Inc.,200450020004760758388479148 T6Q3VV82Page 6 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CNA PARAMOUNT Additional Insured -Owners,Lessees or Contractors - Completed Operations Endorsement 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 theproducts-completed operationshazard. 6075838847CG2037(07-04)Policy No: 79Page2of2EndorsementNo: CONTINENTAL CASUALTY COMPANY 10/01/2020EffectiveDate: CUBIC CORPORATIONInsuredName: Copyright,ISO Properties,Inc.,2004 T6Q3VV82Page 7 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CNA PARAMOUNT General Aggregate Limit -Per Project Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.For each single construction or service project away from premises the Named Insured owns or rents,a separate Project General Aggregate Limit,equal to the amount of the General Aggregate Limit shown in the Declarations,is the most the Insurer will pay for the sum of: A.all damages under Coverage A,except damages because of bodily injury or property damage included in the products-completed operations hazard;and B.all medical expenses under Coverage C; that arise from occurrences or accidents which can be attributed solely to ongoing operations at that project.Such payments shall not reduce the General Aggregate Limit shown in the Declarations,nor the Project General Aggregate Limit applicable to any other project. II.All: A.damages under Coverage B,regardless of the number of locations or projects involved; B.damages under Coverage A,caused by occurrences which cannot be attributed solely to ongoing operations at a single project,except damages because of bodily injury or property damage included in the products- completed operations hazard;and C.medical expenses under Coverage C,caused by accidents which cannot be attributed solely to ongoing operations at a single project, will reduce the General Aggregate Limit shown in the Declarations. III.The limits shown in the Declarations for Each Occurrence,for Damage To Premises Rented To You and for Medical Expense continue to apply,but will be subject to either the Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations,depending on whether the occurrence can be attributed solely to ongoing operations at a particular project. IV.When coverage for liability arising out of the products-completed operations hazard is provided,any payments for damages because of bodily injury or property damage included in the products-completed operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations,regardless of the number of projects involved. V.If a single construction or service project away from premises owned by or rented to the Named Insured has been abandoned and then restarted,or if the authorized contracting parties deviate from plans,blueprints,designs, specifications or timetables,such project will still be deemed to be the same project. VI.The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. 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. 6075838847CNA75061XX(1-15)Policy No: 10Page1 of 1 Endorsement No: CONTINENTAL CASUALTY COMPANY Effective Date: 10/01/2021 CUBIC CORPORATIONInsuredName: Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission.50020004760758388479721T6Q3VV82Page 8 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CNA PARAMOUNT Primary and Noncontributory -Other Insurance Condition Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART It is understood and agreed that the condition entitled Other Insurance is amended to add the following: Primary And Noncontributory Insurance Notwithstanding anything to the contrary,this insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a.the additional insured is a named insured under such other insurance;and b.the Named Insured has agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 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. 6075838847CNA74987XX(1-15)Policy No: 35Page1 of 1 Endorsement No: CONTINENTAL CASUALTY COMPANY Effective Date: 10/01/2021 CUBIC CORPORATIONInsuredName: Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission.50020004760758388479746T6Q3VV82Page 9 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CNA PARAMOUNT Employee Benefits Liability Coverage Part -Occurrence Other Insurance If other valid and collectible insurance is available to the Insured for loss insured under this coverage part,the Insurer's obligations are limited as follows: A.Primary Insurance This insurance is primary.The Insurer's obligations are not affected unless any of the other insurance is also primary.Then,the Insurer will share with all that other insurance by the method described in Paragraph b.below. B.Method of Sharing If all of the other insurance permits contribution by equal shares,the Insurer will follow this method also.Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,the Insurer will contribute by limits. Under this method,each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Premium Audit A.The Insurer will compute all premiums for this coverage part in accordance with the Insurer rules and rates. B.Premium shown in this coverage part as advance premium is a deposit premium only.At the close of each audit period the Insurer will compute the earned premium for that period and send notice to the First Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill.If the sum of the advance and audit premiums paid for the policy term is greater than the earned premium,the Insurer will return the excess to the First Named Insured. C.The First Named Insured must keep records of the information the Insurer need for premium computation,and send the Insurer copies at such times as the Insurer may request. Separation of Insureds Except with respect to the Limits of Insurance,and any rights or duties specifically assigned in this policy to the First Named Insured,this insurance applies: A.as if each Named Insured were the only Named Insured;and B.separately to each Insured against whom a claim is made. Transfer of Rights of Recovery If any Insured for whom payment is made by the Insurer under this policy has rights to recover amounts from another, those rights are transferred to the Insurer to the extent of its payment.The Insured must do everything necessary after loss to secure the Insurer's rights and must do nothing to prejudice such rights. VI.DEFINITIONS Administration means: A.providing information to employees,including their dependents and beneficiaries,with respect to eligibility for or scope of employee benefit programs; B.handling records in connection with the employee benefit program;or C.effecting,continuing or terminating any employee's participation in any benefit included in the employee benefit program. However,administration does not include handling payroll deductions. CNA74721XX 01-15 Page 4 of 8 Copyright CNA All Rights Reserved. T6Q3VV82Page 10 of 12 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 CNA PARAMOUNT Technology General Liability Extension Endorsement A.is included within the General Aggregate Limit as described in LIMITS OF INSURANCE;and B.applies excess over any valid and collectible property insurance available to the Insured,including any deductible applicable to such insurance;the Other Insurance condition is changed accordingly. 20.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured’s Coverage Part,the Insurer will not deny coverage under this Coverage Part because of such failure. 21.WAIVER OF SUBROGATION -BLANKET Under CONDITIONS,the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1.the Named Insured’s ongoing operations;or 2.your work included in the products-completed operations hazard. However,this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement,and only if such contract or agreement: 1.is in effect or becomes effective during the term of this Coverage Part;and 2.was executed prior to the bodily injury,property damage or personal and advertising injury giving rise to the claim. 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. 6075838847CNA74872XX(1-15)Policy No: 2Page14 of 14 Endorsement No: CONTINENTAL CASUALTY COMPANY Effective Date: 10/01/2021 CUBIC CORPORATIONInsuredName: Copyright CNA All Rights Reserved.Includes copyrightedmaterial of Insurance Services Office,Inc.,with its permission. T6Q3VV82Page 11 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 Workers Compensation And Employers Liability Insurance Policy Endorsement BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers’ Compensation Insurance G. Recovery From Others and Part Two - Employers’ Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Chicago, IL 60606 Policy No: WC 6 72902258 Policy Effective Date: 10/01/2021 Policy Page: Form No: G-19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 3; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, © Copyright CNA All Rights Reserved. T6Q3VV82Page 12 of 12 10/01/2022 DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 1 [CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Jennifer Dominguez From: Jennifer Christoffersen Sent: Tuesday, November 8, 2022 3:38 PM To: Jennifer Dominguez Subject: FW: Agreement Review Request: CUBIC (Site Survey GridSmart Camera System and Software Licensing) Jennifer Christoffersen | Purchasing & Contracts Specialist From: Sanders, Jessica <jsanders@rutan.com> Sent: Tuesday, November 8, 2022 3:34 PM To: Jennifer Christoffersen <jchristoffersen@cityofmenifee.us> Cc: Jeffery T. Melching <jmelching@rutan.com>; Dall, Heather <HDall@rutan.com> Subject: RE: Agreement Review Request: CUBIC (Site Survey GridSmart Camera System and Software Licensing) Good afternoon Jennifer, Our comments on this Agreement are provided with the understanding that software agreements are difficult to negotiate, and that the City may be required to accept the Agreement as‐is or with few changes in order to proceed. Please let me know if you have any questions. Thank you Jess Sanders 18575 Jamboree Road, 9th Floor | Irvine, CA 92612 O. (714) 641-5100 | D. (714) 662-4617 jsanders@rutan.com | www.rutan.com From: Sanders, Jessica Sent: Tuesday, November 8, 2022 12:12 PM To: Jennifer Christoffersen <jchristoffersen@cityofmenifee.us> Cc: Melching, Jeffrey <jmelching@rutan.com>; Dall, Heather <HDall@rutan.com> Subject: RE: Agreement Review Request: CUBIC (Site Survey GridSmart Camera System and Software Licensing) Hi Jennifer, No problem I will prioritize this and get you a review ASAP. Thank you DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 2 Jess Sanders 18575 Jamboree Road, 9th Floor | Irvine, CA 92612 O. (714) 641-5100 | D. (714) 662-4617 jsanders@rutan.com | www.rutan.com DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 3 [CAUTION]: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Privileged And Confidential Communication. This electronic transmission, and any documents attached hereto, (a) are protected by the Electronic Communications Privacy Act (18 USC §§ 2510‐2521), (b) may contain confidential and/or legally privileged information, and (c) are for the sole use of the intended recipient named above. If you have received this electronic message in error, please notify the sender and delete the electronic message. Any disclosure, copying, distribution, or use of the contents of the information received in error is strictly prohibited. From: Jennifer Christoffersen <jchristoffersen@cityofmenifee.us> Sent: Tuesday, November 8, 2022 12:03 PM To: Sanders, Jessica <jsanders@rutan.com> Cc: Melching, Jeffrey <jmelching@rutan.com>; Dall, Heather <HDall@rutan.com> Subject: RE: Agreement Review Request: CUBIC (Site Survey GridSmart Camera System and Software Licensing) If today is a possibility that is preferred as they are scheduled to start work this week. Thank you so much! Jennifer Christoffersen | Purchasing & Contracts Specialist From: Sanders, Jessica <jsanders@rutan.com> Sent: Tuesday, November 8, 2022 12:02 PM To: Jennifer Christoffersen <jchristoffersen@cityofmenifee.us> Cc: Jeffery T. Melching <jmelching@rutan.com>; Dall, Heather <HDall@rutan.com> Subject: RE: Agreement Review Request: CUBIC (Site Survey GridSmart Camera System and Software Licensing) Good afternoon Jennifer, I have received this and the four other requests sent this morning. I will prioritize this request. Does our review of this one by the end of the day tomorrow fit the City’s timeline, or do you require our comments today? Thank you Jess Sanders 18575 Jamboree Road, 9th Floor | Irvine, CA 92612 O. (714) 641-5100 | D. (714) 662-4617 jsanders@rutan.com | www.rutan.com From: Jennifer Christoffersen <jchristoffersen@cityofmenifee.us> Sent: Tuesday, November 8, 2022 11:57 AM To: Sanders, Jessica <jsanders@rutan.com> Cc: Melching, Jeffrey <jmelching@rutan.com>; Dall, Heather <HDall@rutan.com> Subject: Agreement Review Request: CUBIC (Site Survey GridSmart Camera System and Software Licensing) Importance: High Jessica, DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 4 This one is an urgent request! Attached for your review is the Professional Services Agreement between the City of Menifee and CUBIC for Site Survey GridSmart Camera System and Software Licensing. This agreement request is from the Public Works and Engineering Department. *This is a consultant software agreement not a City of Menifee agreement. Can you please review and advise if this is ok to start routing for signatures or will require any changes? Jennifer Christoffersen | Purchasing & Contracts Specialist Finance Department – Purchasing Division City of Menifee | 29844 Haun Road | Menifee, CA 92586 Direct: (951) 723‐1731 | City Hall: (951) 672‐6777 | Fax: (951) 679‐3843 jchristoffersen@cityofmenifee.us | cityofmenifee.us Connect with us on social media: | | | *Please note that email correspondence with the City of Menifee, along with attachments, may be subject to the California Public Records Act, and therefore may be subject to disclosure unless otherwise exempt. The City of Menifee shall not be responsible for any claims, losses or damages resulting from the use of digital data that may be contained in this email. DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 11/28/2022 City of Menifee 1 4:18PM Page:expstat.rpt Expenditure Status Report 7/1/2022 through 6/30/2023 Periods: 0 through 14 Account Number Adjusted Appropriation Expenditures Year-to-date Expenditures Year-to-date Encumbrances Balance Prct Used 2,970,000.00 0.00 0.00 0.00526-4555-58000 Bradley Bridge 0.00 2,970,000.00 356,958.00 0.00 0.00 100.00526-4555-58019 McCall Interchange 356,958.00 0.00 439,356.82 288,049.80 288,049.80 100.00526-4555-58105 Menifee Rd/La Piedra Traffic Signal 151,307.02 0.00 751,582.62 639,955.74 639,955.74 100.00526-4555-58107 Murrieta Rd/Sun City Blvd Traffic Signal 111,626.88 0.00 428,241.43 236,948.95 236,948.95 100.00526-4555-58108 Murrieta Rd/Rouse Rd Traffic Signal 191,292.48 0.00 661,031.99 232,428.50 232,428.50 100.02526-4555-58109 Menifee Rd/Garbani Rd Traffic Signal 428,735.99 -132.50 1,894,968.17 66,829.75 66,829.75 62.56526-4555-58118 Valley Blvd Widening 1,118,613.42 709,525.00 3,813.82 2,402.10 2,402.10 117.87526-4555-58132 Antelope Rd/MSJC Traffic Signal 2,093.40 -681.68 13,900.00 0.00 0.00 100.00526-4555-58143 SB821 LaPiedra/Bell Mtn Pedestrian Imp 13,900.00 0.00 122,500.00 1,100.00 1,100.00 0.90526-4555-58149 Goetz Rd/Vista Way T.S. 0.00 121,400.00 Total DIF Citywide - Circulation 7,642,352.85 1,467,714.84 1,467,714.84 2,374,527.19 3,800,110.82 50.28 Grand Total 7,642,352.85 1,467,714.84 1,467,714.84 50.28 2,374,527.19 3,800,110.82 1Page: DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98 11/28/2022 City of Menifee 1 4:20PM Page:expstat.rpt Expenditure Status Report 7/1/2021 through 6/30/2022 Periods: 0 through 14 DIF Citywide - Circulation526 Account Number Adjusted Appropriation Expenditures Year-to-date Expenditures Year-to-date Encumbrances Balance Prct Used 526-4555 Capital Projects 894,349.00 0.00 0.00 0.00526-4555-58000 Bradley Bridge 0.00 894,349.00 356,958.00 0.00 0.00 0.00526-4555-58019 McCall Interchange 0.00 356,958.00 1,723,638.00 0.00 0.00 0.00526-4555-58021 Holland Road Overpass 0.00 1,723,638.00 604,746.00 76,072.19 76,072.19 12.58526-4555-58105 Menifee Rd/La Piedra Traffic Signal 0.00 528,673.81 814,995.10 63,060.99 63,060.99 7.74526-4555-58107 Murrieta Rd/Sun City Blvd Traffic Signal 0.00 751,934.11 605,930.25 88,186.48 88,186.48 14.55526-4555-58108 Murrieta Rd/Rouse Rd Traffic Signal 0.00 517,743.77 1,028,844.56 211,321.95 211,321.95 20.54526-4555-58109 Menifee Rd/Garbani Rd Traffic Signal 0.00 817,522.61 1,300,000.00 123,393.64 123,393.64 9.49526-4555-58118 Valley Blvd Widening 0.00 1,176,606.36 600,000.00 58,922.18 58,922.18 9.82526-4555-58132 Antelope Rd/MSJC Traffic Signal 0.00 541,077.82 223,105.00 0.00 0.00 0.00526-4555-58143 SB821 LaPiedra/Bell Mtn Pedestrian Imp 0.00 223,105.00 Total DIF Citywide - Circulation 8,152,565.91 620,957.43 620,957.43 0.00 7,531,608.48 7.62 Grand Total 8,152,565.91 620,957.43 620,957.43 7.62 0.00 7,531,608.48 1Page: DocuSign Envelope ID: 25E26785-1DC8-4A55-A0CB-13D66EF60DD2DocuSign Envelope ID: AA430DA8-F259-4C62-82C7-2D929CB72B98