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HomeMy WebLinkAbout26-062 Cubic Its, Inc for SynchroGreen Licensing, configuration and supportCITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTIN O 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation ("City"), and CUBIC ITS, INC. ("Contractor"), a Texas Corporation for SynchroGreen Licensing, configuration and support, and is effective on the last date signed below ("Effective Date"). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor's duties and services under this agreement shall not include preparing or assisting the City with any portion of the City's preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor's participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on April 10, 2029 ("Contract Time"), unless terminated earlier as provided herein. The City's appropriate department head or City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City's purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION SynchroGreen Licensing, configuration and support Page 1 of 9 Professional/Consulting Contracts /Version: March 2025 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $83,460.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation, or other benefits from the City. 52 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 55 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor's business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible SynchroGreen Licensing, configuration and support Page 2 of 9 Professional/Consulting Contracts /Version: March 2025 for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City, and actual attorney's fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. ODIVI IDoMI I 111D7905104YN1►t��lf1 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third -party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 73 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7A Re -Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub -contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 75 Deliverables and Format. Contractor must provide electronic copies of the Work Product. 8. RECORDS SynchroGreen Licensing, configuration and support Page 3 of 9 Professional/Consulting Contracts /Version: March 2025 Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City's final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings), arising directly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub -subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, SynchroGreen Licensing, configuration and support Page 4 of 9 Professional/Consulting Contracts /Version: March 2025 or service mark or other proprietary or intellectual property rights of any third parry. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third -party claim. At City's request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor shall not be liable for special, incidental, indirect, or consequential damages, except to the extent arising from: (i) Contractor's negligence or willful misconduct; (ii) Breach of confidentiality or data security obligations; (iii) Intellectual property infringement; or (iv) Indemnification obligations under this Agreement. Contractor's total aggregate liability shall not exceed the total compensation paid under this Agreement 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If SynchroGreen Licensing, configuration and support Page 5 of 9 Professional/Consulting Contracts /Version: March 2025 the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired -Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti -discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub -contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Tommy Yu as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Gregory Heldreth as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be SynchroGreen Licensing, configuration and support Page 6 of 9 Professional/Consulting Contracts /Version: March 2025 given reasonable time to assemble the work and close out the Services. With City's pre -approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross -complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing parry will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third parry beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Parry's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will SynchroGreen Licensing, configuration and support Page 7 of 9 Professional/Consulting Contracts /Version: March 2025 be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Tommy Yu Email: TommyY@cupertino.org 27. EXECUTION To Contractor: CUBIC ITS, INC. 10545 Hardin Valley Road Knoxville, TN 37932 USA Attention: Gregory Heldreth Email: gregory.heldrethgeubic.com Copy to: Contract-bids@cubic.com The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each SynchroGreen Licensing, configuration and support Page 8 of 9 Professional/Consulting Contracts /Version: March 2025 one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation Nl,Yki Mathw By Name Nidhi Mathur Title Acting CTO CONTRACTOR By Name John Greiner Title Vice President & GM 04/10/2026 Date 04/07/2026 APPROVED AS TO FORM: MICHAEL K. WOO Senior Assistant City Attorney ATTEST: La i,wm SAP uaa r LAUREN SAPUDAR City Clerk 04/10/2026 Date SynchroGreen Licensing, configuration and support Page 9 of 9 Professional/Consulting Contracts /Version: March 2025 Exhibit A - Scope System Programming:Cubic will program SynchroGreen and GRIDSMART systems. This consists of programming databases for SynchroGreen and configuring GRIDSMART equipment for optimal operations with SynchroGreen, as well as for multimodal counting. Cubicengineers will adjust SynchroGreen settings in a lab environment based on known traffic conditions and programming necessary for compatibility with existing traffic controllers and cabinets. All settings will be programmed prior to field installation and will serve as baselines that may be adjusted once activated in the field. Exhibit B — Deliverables Field Installation — Cubic field engineers will deploy all SynchroGreen specifically, configure SynchroGreen software on the City's existing ATMS server, as well as the programmed database settings. Additionally, Cubic will license SynchroGreen within the City's existing traffic controllers that operate V.85 Local Controller Software and will enable all SynchroGreen settings. Cubics technicians will support the installation of all GRIDSMART GS3 processors within the traffic signal cabinets and will ensure proper connectivity to the traffic controller. The Cubic technician will program detection zones and will ensure accurate detection of various modes of transportation. Note all camera installation will be performed by the City staff for any cameras provided for this project. The City staff will physically install these detection units and pull any cables necessary to connect to the traffic signal cabinet. Cubic technicians will complete all fiber terminations as part of their Gridsmart installation. System Activation and Adjustments - Once all hardware and software are installed and configured, Cubic will activate the SynchroGreen system and will begin analyzing data. Cubic's team will make adjustments to the system based on collected data and will observe operations on a system for approximately one week. During this time, the team generates reports that demonstrate system performance. Additionally, the team will generate reports that show traffic counts from the GRIDSMART system and will verify these traffic counts for the various modes against observations in the field. Project Team Members Team member Organization Role David Stillman CoC Project Manager (PW) Paul Tognetti CoC Traffic Signal Technician Frank Villa CoC Traffic Signal Technician Tommy Yu CoC Technical Lead/Project Manager (IT) Joseph Born Cubic ITS Sales Manager / Contract Point of Contact Greg Heldreth Cubic ITS Project Manager Steve Carver Cubic ITS Senior Traffic Engineer Guy Navellier Cubic ITS Field Application Engineer EXHIBIT C `C � Cupertino, CA 10555 N. Mary Ave. Cupertino, California Attn: Paul Tognetti Phone: (408) 777-3249 Email: pault@cupertino.org Quote #: 00025700 RE: DeAnza SynchroGreen Date: January 16, 2025 BUSINESS DEVELOPMENT Contact: Joseph Born Cell Phone: Email: joseph.born (a)cubic.com QUOTATION FOR GOODS AND SERVICES Thank you for your quotation request. We are pleased to offer this quotation for goods and services as outlined under the terms and conditions noted below NUMBER DESCRIPTIONPART TOTAL 5 97500-0005 SynchroGreen Intersection Configuration $ 1,650.00 $ 8,250.00 5 97500-0030 SynchroGreen Licenses $ 12,900.00 $ 64,500.00 15 97500-0055 SynchroGreen SMA 5 Intersections for 3 years. $ 650.00 $ 9,750.00 1 97500-0060 Remote Synchro Green Training $ 960.00 $ 960.00 Total $ 83,460.00 Terms: • QUOTE VALID FOR 90 DAYS. • PRICES ARE IN US FUNDS. • NET 30 DAYS. • FREIGHT - FOB ORIGIN/FREIGHT PREPAID AND ADD TAXES ARE NOT INCLUDED. ALL ITEMS SUBJECT TO APPLICABLE TAXES. IF TAX EXEMPTION APPLIES PLEASE FURNISH NUMBER OR RESALE CERTIFICATE WITH PURCHASE ORDER. • DELIVERY 60-90 DAYS AFTER RECEIPT OF ORDER, FOR STANDARD ITEMS. FOR NON STANDARD ITEMS PLEASE ADD AN ADDITIONAL 60 DAYS. • THIS QUOTATION IS FOR PRODUCT ONLY. QUOTE DOES NOT INCLUDE TRAINING OR TURN -ON ASSISTANCE, UNLESS STATED IN QUOTE. Notes: • ALL ORDERS ARE SUBJECT TO CREDIT APPROVAL. • CREDIT APPROVAL DELAYS MAY ADVERSLEY AFFECT STANDARD DELIVERY TIMES. • CANCELLED ORDERS ON STANDARD ITEMS ARE SUBJECT TO A 25% RESTOCKING FEE. RESTOCKING FEE FOR CANCELLED ORDERS ON SPECIALTY OR CUSTOM MADE ITEMS WILL BE HIGHER. • PLEASE SEND ALL PURCHASE ORDERS TO TRAFFICWARECUSTOMERCARE@CUBIC.COM & MADE OUT TO CUBIC ITS, INC. We appreciate the opportunity to provide this quotation! Regards, � I. I.D.132ME= Customer represents and warrants that, in connection with the marketing, sales, and distribution of Trafficware Products, customer has complied and will comply with all applicable laws, including but not limited to: (1) anti -corruption laws (such as the U.S. Foreign Corrupt Practices Act) that prohibit directly or indirectly giving, offering, promising, requesting or accepting anything of value for the corrupt purpose of gaining a commercial benefit or advantage; and (2) U.S. export control and sanctions laws that regulate the disposition of U.S. -origin goods, software, and technology. EXHIBIT D Insurance Requirements Professional Consultant Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) with coverage at least as broad as Insurance Services Office (ISO) Form CG 00 01, with limits no less than $2,000,000 per occurrence and $2,000,000 general aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. h Additional Insured coverage under Consultant's policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City's own insurance or self-insurance shall not be called upon. 2- Automobile Liability: Coverage shall be provided using ISO CA 00 01 covering any auto (including owned, hired, and non -owned autos) with limits no less than $1,000,000 each accident for bodily injury and property damage. ❑ Not required. Consultant shall be fully remote and not use automobiles to provide the service. In the event Consultant uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1), or if Consultant does not own autos (hired autos -Symbol 8 and non -owned autos -Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non- contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Consultant has provided written confirmation that it does not own any autos. Consultant shall provide coverage for hired autos -Symbol 8 and non -owned autos -Symbol 9. Primary and Non -Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non -owned only coverage. In the event Consultant uses an owned automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non -owned and hired autos (any auto -Symbol 1). Exh. D - Insurance Requirements, Cubic Its, Inc. Version: May 2025 ❑ In lieu of Business Automobile Liability, Consultant shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 each accident/disease. O Not required. Consultant has provided written verification of no employees. 4 Professional Liability for professional acts, errors and omissions, if applicable and as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims -made basis form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of the Services. 5. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS The aforementioned insurance policies shall contain, be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers ("Additional Insureds") are to be covered and endorsed as additional insureds on Consultant's CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or if not available, through the addition of both CG 20 10 and CG 20 37 forms, if later editions are used). Exh. D - Insurance Requirements, Cubic Its, Inc. Version: May 2025 Primary and Non -Contributory Coverage Except Workers Compensation, coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Consultant shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability and Workers' Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self -Insured Retentions Any deductible or self -insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert "$0"). At City's option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Verification of Coverage Consultant must furnish acceptable insurance certificates and amendatory endorsements (or copies of the policies effecting the coverage required by this Contract), including a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including indemnification, defense, and naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Exh. D - Insurance Requirements, Cubic Its, Inc. Version: May 2025 A� o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/27/2026 F 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). PRODUCER Aon Risk Services Northeast, Inc. New York NY Office CONTACT NAME. (A/cC. No. Ext): (866) 283-7122 FAX No.): (800) 363-0105 E-MAIL ADDRESS: One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: QBE Specialty Insurance Company 11515 Cubic ITS, Inc. 9233 Balboa Ave. INSURERB: Lloyds syndicate No. 5361 1045F1 INSURER C: San Diego CA 92123-1513 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570117340469 REVISION NUMBER: 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. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADD INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS -MADE ❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY ( Per person) ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HI RED AUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE Per accident UMBRELLA LIAB EACH OCCURRENCE AGGREGATE EXCESS LAB HOCCUR CLAIMS -MADE DED RETENTION WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS' LIABILITY Y/ N ER E.L. EACH ACCIDENT ANY PROPRIETOR / PARTNER, EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT A Cyber Liability 130002018 12/31/2025 10/01/2026 Each Claim $2,000,000 Cyber/E&O Aggregate $2,000,000 SIR applies per policy terms & condi ions DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER m rn v v r 0 r u7 O Z N R V N L) y 5. 4+ WA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE y EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE r POLICY PROVISIONS. NJ City of Cupertino, CA AUTHORIZED REPRESENTATIVE +� 10300 Torre Ave. Cupertino CA 95014 USA �/% ,j� F4� ,QdM �r�s Y d c///� JL ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CANCELLATION AGENCY CUSTOMER ID: 570000088047 LOC #: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY Aon Risk Services Northeast, Inc. NAMED INSURED Cubic ITS, Inc. POLICY NUMBER see Certificate Number: 570117340469 CARRIER See Certificate Number: 570117340469 NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE I NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) LIMITS OTHER B Cyber Liability - Excess FSCEo2504834 xs Cyber/E&O 12/31/2025 10/01/2026 Aggregate $10,000,000 Each Claim $10,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD A� o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 03/27/2026 F 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). PRODUCER Aon Risk Services Northeast, Inc. New York NY Office CONTACT NAME. (A/cC. No. Ext): (866) 283-7122 FAX No.): (800) 363-0105 E-MAIL ADDRESS: One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Continental Casualty Company 20443 Cubic ITS, Inc.,Trafficware Group, Inc 9233 Balboa Ave. San Diego CA 92123-1513 USA INSURER B: American Casualty Co. of Reading PA 20427 INSURER C: The Continental Insurance Company 35289 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 57011559346001 REVISION NUMBER: 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. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADD INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY GL 5 4 1 1 5101011202b EACH OCCURRENCE $1,000,000 CLAIMS -MADE X❑ OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $ 5 , 000 X PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $3,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $3,000,000 OTHER: A AUTOMOBILE LIABILITY BUA 8033629411 10/01/2025 10/01/2026 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY ( Per person) X ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Per accident C X UMBRELLA LIAB X OCCUR 8033595261 10/01/2025 10/01/2026 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 5 , 000 , 000 DED RETENTION B WORKERS COMPENSATION AND wc8033648699 10/01/2025 10/01/2026 X I PER STATUTE I OTH- ER EMPLOYERS' LIABILITY Y/ N AOS E.L. EACH ACCIDENT $1,000,000 C ANY PROPRIETOR / PARTNER /EXECUTIVE N/A X wc8033635838 10/01/2025 10/01/2026 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) CA E.L. DISEASE -EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Cupertino, its City Council, Boards and Commissions, officers, officials, Employees, Agents, Servants, volunteers and Consultants are included as Additional Insured in accordance with the policy provisions of the General Liability and Auto Liability policies. General Liability and Auto Liability policies policy evidenced herein is Primary and Non- contributory to other insurance available to Additional Insured, but only in accordance with the policy's provisions . A waiver of Subrogation is granted in favor of the Additional Insured(s) in accordance with the policy provisions of the workers' Compensation, General Liability and Auto Liability policies. CERTIFICATE HOLDER m F� �J 4� i .•i SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE y EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE r� POLICY PROVISIONS. nil City of Cupertino, CA AUTHORIZED REPRESENTATIVE 5� 10300 Torre Ave. �y Cupertino CA 95014 USA ,j�� �� eXXa7z �r�s Y d c///JL INS ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CANCELLATION CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage; and C. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1. Coverage broader than what you are required to provide by the written contract; or 2. A higher limit of insurance than what you are required to provide by the written contract. Any coverage granted by this Paragraph I. shall apply solely to the extent permissible by law. II. If the written contract requires additional insured coverage under the 07-04 edition of CG2010 or CG2037, then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage. III. But if the written contract requires: A. Additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10 01 edition of CG2037; or B. Additional insured coverage with "arising out of" language; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. CNA75079XX (3-22) Page 1 of 3 CONTINENTAL CASUALTY COMPANY Insured Name: CUBIC CORPORATION Policy No: 8033650243 Endorsement No: 29 Effective Date: 10 / 01 / 2 0 2 5 Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement IV. But if the written contract requires additional insured coverage to the greatest extent permissible by law, then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. V. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities; or B. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. VI. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this Coverage Part: Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. Primary and non-contributing with other insurance available to the additional insured; or 2. Primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. Give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. Send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. Make available any other insurance, and endeavor to tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to other insurance under which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. CNA75079XX (3-22) Page 2 of 3 CONTINENTAL CASUALTY COMPANY Insured Name: CUBIC CORPORATION Policy No: 8033650243 Endorsement No: 29 Effective Date: 10 / 01 / 2 0 2 5 Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Vill. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: A. Was executed prior to: 1. The bodily injury or property damage; or 2. The offense that caused the personal and advertising injury; for which the additional insured seeks coverage; and B. Is still in effect at the time of the bodily injury or property damage occurrence or personal and advertising injury offense. 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. CNA75079XX (3-22) Page 3 of 3 CONTINENTAL CASUALTY COMPANY Insured Name: CUBIC CORPORATION Policy No: 8033650243 Endorsement No: 29 Effective Date: 10 / 01 / 2 0 2 5 Copyright CNA All Rights Reserved. CNA 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. CNA74987XX (1-15) Page 1 of 1 CONTINENTAL CASUALTY COMPANY Insured Name: CUBIC CORPORATION PolicyNo: 8033650243 Endorsement No: 32 Effective Date: 10 / 01 / 2 0 2 5 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA 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. CNA74872XX (1-15) Page 14 of 14 CONTINENTAL CASUALTY COMPANY Insured Name: CUBIC CORPORATION Policy No: 8033650243 Endorsement No: 2 Effective Date: 10 / 01 / 2 0 2 5 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA 1 Business Auto Policy Policy Endorsement 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. Form No: CNA71527XX (10-2012) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 41; Page: 1 of 1 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 8033629411 Policy Effective Date: 10/01 /2025 Policy Page: 147 of 192 ° Copyright CNA All Rights Reserved. CNA 1 Business Auto Policy Policy Endorsement 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 /2025 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. Form No: CA 04 44 10 13 Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 12; Page: 1 of 1 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 8033629411 Policy Effective Date: 10/01 /2025 Policy Page: 75 of 192 ° Copyright Insurance Services Office, Inc., 2011 CNA Workers Compensation And Employers Liability Insurance Policy Endorsement 1 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) Policy No: WC 8 33648699 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 10/01 /2025 Endorsement No: 34; Page: 1 of 1 Policy Page: 281 of 415 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. DNA Workers Compensation And Employers Liability Insurance Policy Endorsement IBLANKET WAIVER OF OUR • RECOVER FROMOTHERS 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. Form No: G-19160-B (11-1997) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 2; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: WC 8 33635838 Policy Effective Date: 10/01 /2025 Policy Page: 38 of 62 ° Copyright CNA All Rights Reserved. SynchroGreen Licensing, configuration and support Final Audit Report 2026-04-10 Created: 2026-04-07 By: Webmaster Admin (webmaster@cupertino.org) Status: Signed Transaction ID: CBJCHBCAABAAu705MzSpcwLiUPAYzSOCF9Z3gOlc56tE "SynchroGreen Licensing, configuration and support" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-04-07 - 0:08:35 AM GMT- IP address: 35.229.54.2 Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval 2026-04-07 - 0:14:18 AM GMT Email viewed by Marilyn Pavlov (marilynp@cupertino.org) 2026-04-07 - 0:14:26 AM GMT- IP address: 54.90.3.251 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2026-04-07 - 0:14:44 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to aracelia@cupertino.org for approval 2026-04-07 - 0:14:47 AM GMT Email viewed by aracelia@cupertino.org 2026-04-07 - 0:14:54 AM GMT- IP address: 100.26.227.203 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-04-07 - 0:28:55 AM GMT- IP address: 71.202.76.156 f55g Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-04-07 - 0:28:57 AM GMT - Time Source: server- IP address: 71.202.76.156 Document emailed to contract-bids@cubic.com for signature 2026-04-07 - 0:29:00 AM GMT Email viewed by contract-bids@cubic.com 2026-04-07 - 6:59:22 PM GMT- IP address: 104.47.58.254 Powered by Adobe c�rerrrinv Acrobat Sign �p Signer contract-bids@cubic.com entered name at signing as John Greiner 2026-04-07 - 7:04:28 PM GMT- IP address: 163.116.247.115 dp Document e-signed by John Greiner (contract-bids@cubic.com) Signature Date: 2026-04-07 - 7:04:30 PM GMT - Time Source: server- IP address: 163.116.247.115 C'► Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2026-04-07 - 7:04:33 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2026-04-07 - 7:05:26 PM GMT- IP address: 54.162.217.197 Webmaster Admin (webmaster@cupertino.org) replaced signer tommyy@cupertino.org with Nidhim@cupertino.org 2026-04-08 - 4:45:55 PM GMT- IP address: 69.209.31.163 Email viewed by Michael Woo (michaelw@cupertino.org) 2026-04-10 - 7:28:59 PM GMT- IP address: 18.206.83.244 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2026-04-10 - 7:44:28 PM GMT - Time Source: server- IP address: 98.33.114.31 Document emailed to Nidhim@cupertino.org for signature 2026-04-10 - 7:44:31 PM GMT Email viewed by Nidhim@cupertino.org 2026-04-10 - 7:44:38 PM GMT- IP address: 3.88.147.6 dg Signer Nidhim@cupertino.org entered name at signing as Nidhi Mathur 2026-04-10 - 9:12:04 PM GMT- IP address: 64.165.34.3 dp Document e-signed by Nidhi Mathur (Nidhim@cupertino.org) Signature Date: 2026-04-10 - 9:12:07 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to laurens@cupertino.org for signature 2026-04-10 - 9:12:09 PM GMT Email viewed by laurens@cupertino.org 2026-04-10 - 9:12:17 PM GMT- IP address: 44.201.98.2 dp Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-04-10 - 9:19:39 PM GMT- IP address: 64.165.34.3 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-04-10 - 9:19:41 PM GMT - Time Source: server- IP address: 64.165.34.3 Powered by IF-21 � Adobe cvrLr Ihv Acrobat Sign Agreement completed. 2026-04-10 - 9:19:41 PM GMT PawBred by Adobe c�rerrrinv Acrobat Sign