Press Alt + R to read the document text or Alt + P to download or print.
This document contains no pages.
24-042 TDS for On-Call Traffic Data CollectionTDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 1 of 12
ON-CALL PUBLIC WORKS CONTRACT
WITH TRAFFIC DATA SERVICE, LLC
1. PARTIES
This On-Call Public Works Contract (“Contract”) is made by and between the City of Cupertino, a
municipal corporation (“City”), and Traffic Data Service, LLC (“Contractor”) a Limited Liability
Company for TDS for On-Call Traffic Data Collection, and is effective on the last date signed below
(“Effective Date”).
2. SCOPE OF WORK
2.1 Scope of Work. Contractor will perform and provide all labor, materials, equipment,
supplies, transportation and any other items or work necessary to perform and complete the work
described in the Scope of Work (“Work”), attached and incorporated here as Exhibit A, on an as-
needed basis. The Work must comply with this Contract and with each Service Order issued by the
City’s Project Manager or his/her designee, in accordance with the following procedures, unless
otherwise specified in 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 Service Orders. Before issuing a Service Order, the City Project Manager will request that
Work be done in writing and hold a meeting with Contractor to discuss the Service Order. Contractor
will submit a written proposal that includes a specific Scope of Work, Schedule of Performance,
and Compensation, which the Parties will discuss. Thereafter, City will execute a Service Order
Form for the Work, attached and incorporated here as Exhibit B. The Service Order will specify
the Scope of Work, Schedule of Performance, Compensation, and any other conditions applicable
to the Service Order. Issuance of a Purchase Order is discretionary. The City Project Manager is
authorized to streamline these procedures based on the City’s best interests. In particular, in
emergency situations, the City Project Manager may execute a Service Order for emergency work
based on oral conversations with the Contractor, without adhering to the full process outlined in this
section. Contractor will not be compensated for Work performed without a duly authorized and
executed Service Order.
3. TIME OF PERFORMANCE
3.1 Term. This Contract begins on the Effective Date and ends on June 30, 2027 (“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 Contract,
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 complete the Work within the time specified in
each Service Order, and under no circumstances should the Work go beyond the Contract Time.
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 2 of 12
3.3 Time is of the essence for the performance of all the Work required in this Contract and in
each Service Order. Contractor must have sufficient time, resources, and qualified staff to deliver
the Work on time. Contractor must respond promptly to each Service Order request.
4. COMPENSATION
4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the
Work based upon actual costs and capped so as not to exceed $60,000.00 (“Contract Price”), based
upon the Scope of Work in Exhibit A and the budget and rates included. The maximum
compensation includes all expenses and reimbursements and will remain in place even if
Contractor’s actual costs exceed the capped amount.
4.2 Per Service Order. Compensation for Work provided under a Service Order will be based
on the rates set forth in the Service Order, which shall not exceed the capped amount specified in
the Service Order.
4.3 Invoices and Payments. Contractor must submit an invoice on the first day of each month,
describing the Work performed during the preceding month, itemizing labor, materials, equipment,
and any incidental costs incurred. Contractor will be paid ninety-five percent (95%) of the
undisputed amounts billed within thirty (30) days after City receives a properly submitted invoice.
Any retained amounts will be included with Contractor’s final payment within sixty (60) days of
City’s acceptance of the Work pursuant to a specific Service Order as complete.
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 Work
and for the persons hired to work under this Contract. Contractor is not entitled to health benefits,
worker’s compensation, or other benefits from the City.
5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors
that they have the qualifications and skills to perform the Work in a competent and professional
manner and according to the highest standards and best practices in the industry.
5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that
they are properly licensed, registered, and/or certified to perform the Work as required by law and
have procured a City Business License, if required by the Cupertino Municipal Code. Contractor
shall possess a California Contractor’s License in good standing for the following classification(s):
N/A, which must remain valid for the entire Contract Time.
5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Contract.
Prior written approval from City is required for any subcontractor, and the terms and conditions of
this Contract will apply to any approved subcontractor.
5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials, and
equipment required to perform the Work under this Contract.
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 3 of 12
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 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. CHANGE ORDERS
Amendments and change orders must be in writing and signed by City and Contractor. Contractor’s
request for a change order must specify the proposed changes in the Work, Contract Price, and
Contract Time. Each request must include all the supporting documentation, including but not
limited to plans/drawings, detailed cost estimates, and impacts on schedule and completion date.
7. ASSIGNMENTS; SUCCESSORS
Contractor shall not assign, hypothecate, or transfer this Contract 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 Contract 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. This Contract is binding on Contractor, its heirs, successors, and
permitted assigns.
8. PUBLICITY / SIGNS
Any publicity generated by Contractor for the Project during the Contract Time, and for one (1) year
thereafter must credit City contributions to the Project. The words “City of Cupertino” must be
displayed in all pieces of publicity, flyers, press releases, posters, brochures, interviews, public
service announcements, and newspaper articles. No signs may be posted or displayed on or about
City property, except signage required by law or this Contract, without prior written approval from
the City.
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 4 of 12
9. SUBCONTRACTORS
9.1 Contractor must perform all the Work with its own forces, except that Contractor may hire
qualified subcontractors to perform up to 0% of the Work under any give Service Order, provided
that each subcontractor is required by contract to be bound by the provisions of this Contract and
any applicable Service Order. Contractor must provide City with written proof of compliance with
this provision upon request.
9.2 City may reject any subcontractor of any tier and bar a subcontractor from performing Work
on the Project, if City in its sole discretion determines that subcontractor’s Work falls short of the
requirements of this Contract or constitutes grounds for rejection under the Public Contract Code.
If City rejects a subcontractor, Contractor at its own expense must perform the subcontractor’s Work
or hire a new subcontractor that is acceptable to City. A Notice of Completion must be recorded
within fifteen (15) days after City accepts the Work under a particular Service Order if the Work
involves work by subcontractors.
10. RECORDS AND DAILY REPORTS
10.1 Contractor must maintain daily reports of the Work and submit them to City upon request
and at completion of Work pursuant to a Service Order. The reports must describe the Work and
specific tasks performed, the number of workers, the hours, the equipment, the weather conditions,
and any circumstances affecting performance. City will have ownership of the reports, but
Contractor will be permitted to retain copies.
10.2 If applicable, Contractor must keep a separate set of as-built drawings showing changes and
updates to the Scope of Work or the original drawings as changes occur. Actual locations to scale
must be identified for all major components of the Work, including mechanical, electrical and
plumbing work; HVAC systems; utilities and utility connections; and any other components City
determines should be included in the final drawings of the Project. Deviations from the original
drawings must be shown in detail, and the location of all main runs, piping, conduit, ductwork, and
drain lines must be shown by dimension and elevation.
10.3 Contractor must maintain complete and accurate accounting records of its Work, in
accordance with generally accepted accounting principles, which must be available for City review
and audit, kept separate from other records, and maintained for four (4) years from the date of City’s
final payment.
11. INDEMNIFICATION
11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active
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 Contractors (“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), of every nature, arising directly or indirectly from this Contract
or in any manner relating to any of the following:
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 5 of 12
(a) Breach of contract, obligations, representations or warranties;
(b) Performance or nonperformance of the Work or of any obligations under the Contract by
Contractor, its employees, agents, servants, or subcontractors;
(c) Payment or nonpayment by Contractor or its subcontractors or sub-subcontractors for Work
performed on or off the Project Site; and
(d) Personal injury, property damage, or economic loss resulting from the work or performance
of Contractor or its subcontractors or sub-subcontractors.
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, in accordance with
California Public Contract Code Section 9201. At City’s request, Contractor will assist City in the
defense of a claim, dispute, or lawsuit arising out of this Contract.
11.3 Contractor’s duties under this entire Section 11 are not limited to Contract Price, Workers’
Compensation, or other employee benefits, or the insurance and bond coverage required in this
Contract. Nothing in the Contract shall be construed to give rise to any implied right of indemnity
in favor of Contractor against City or any other Indemnitee.
11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a
claim or counterclaim arising out of this Contract, a purchase order or other transaction.
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 Contract. 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 Contract.
12. INSURANCE
Contractor shall comply with the Insurance Requirements, attached and incorporated here as
Exhibit C, and must maintain the insurance for the Contract Time, or longer as required by City.
City will not execute the Contract 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 Contract.
13. COMPLIANCE WITH LAWS
13.1 General Laws. Contractor shall comply with all local, state, and federal laws and
regulations applicable to this Contract. 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 Work, as
required by the Immigration Reform and Control Act.
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 6 of 12
13.2 Labor Laws.
a. The following provisions apply to any Service Order of $1,000 or more:
i.In General. For purposes of California labor law, this is a public works contract subject
to the provisions of Part 7 of Division 2 of the California Labor Code (Sections 1720 et
seq.). In accordance with Labor Code Section 1771, Contractor and all subcontractors
shall pay not less than current prevailing wage rates as determined by the California
Department of Industrial Relations (“DIR”) to all workers employed on this project. In
accordance with Labor Code Section 1815, Contractor and all subcontractors shall pay
all workers employed on this project 1 ½ the basic rate of pay for work performed in
excess specified hour limitations. The work performed pursuant to this Contract is
subject to compliance monitoring and enforcement by the Department of Industrial
Relations.
ii.Registration. Contractor and all subcontractors shall not engage in the performance of
any work under this Contract unless currently registered and qualified to perform public
work pursuant to section 1725.5 of the California Labor Code. Contractor represents and
warrants that it is registered and qualified to perform public work pursuant to section
1725.5 of the Labor Code and will provide its DIR registration number, along with the
registration numbers of any subcontractors as required, to the City.
iii.Posting. Contractor shall post at the job site the determination of the DIR director of the
prevailing rate of per diem wages together with all job notices that are required by
regulations of the DIR.
iv.Reporting. Contractor and any subcontractors shall keep accurate payroll records in
accordance with Section 1776 of the Labor Code and shall furnish the payroll records
directly to the Labor Commissioner in accordance with the law.
v.Report on Prevailing Rate of Wages. The City has obtained the general prevailing rate
of per diem wages in the vicinity of the project for each type of worker needed, a copy
of which is on file at the City of Cupertino City Hall, and shall be made available to any
interested party upon request.
vi.Employment of Apprentices. Contractor’s attention is directed to the provisions in
Sections 1777.5 and 1777.6 of the Labor Code concerning the employment of
apprentices by the Contractor or any subcontractor. It shall be the responsibility of the
Contractor to effectuate compliance on the part of itself and any subcontractors with the
requirements of said sections in the employment of apprentices. Information relative to
apprenticeship standards, wage schedules, and other requirements may be obtained from
the Director of Industrial Relations, ex-officio the Administrator of Apprenticeship, San
Francisco, California, or from the Division of Apprenticeship Standards and its branch
offices.
vii.Penalties. Contractor’s attention is directed to provisions in Labor Code Sections 1775
and 1813. In accordance with Labor Code Section 1775, Contractor and subcontractors
may be subject to penalties for Contractor’s and subcontractors’ failure to pay prevailing
wage rates. In accordance with Labor Code Section 1813, Contractor or subcontractors
may be subject to penalties for Contractor’s or subcontractors’ failure to pay overtime
pay rates for hours worked by workers employed on this project in excess specified hour
limitations.
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 7 of 12
b. Contractor must compensate workers who are paid less than prevailing wages or
required to work more than a legal day’s work. Contractor will also be required to pay City a
penalty of $200.00 per worker for each day of violation.
c. As required by Labor Code Section 1861, by signing this Contract Contractor certifies
as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require
every employer to be insured against liability for workers’ compensation or to undertake self-
insurance in accordance with the provisions of that code, and I will comply with such provisions
before commencing the work of this contract.”
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 Contractor’s employees or subcontractors 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, its employees, subcontractors, servants, and agents, may
not have, maintain, or acquire a conflict of interest in relation to this Contract in violation of law,
including Government Code section 1090 and Government Code section 81000 and their
accompanying regulations. No officer, official, employee, consultant, or other agent of the City
(“City Representative”) may have, maintain, or acquire a “financial interest” in the Contract, as that
term is defined by state law, or in violation of a City ordinance or policy while serving as a City
Representative or for one year thereafter. Contractor, its employees, subcontractors, servants, and
agents warrant they are not employees of City nor do they have any relationship with City officials,
officers, or employees that creates a conflict of interest. Contractor may be required to file a conflict
of interest form if it 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
City rules governing gifts to public officials and employees.
13.5 Remedies. Any violation of this Section 13 constitutes a material breach and may result in
City suspending payments, requiring reimbursements, or terminating this Contract. City reserves all
other rights and remedies available under the law and this Contract, including the right to seek
indemnification under Section 11 of this Contract.
14. BONDS
For any Service Order of $25,000 or more, Contractor must obtain a payment bond and a
performance bond, each in the penal sum of 100% of the compensation pursuant to the Service
Order, using the Bond Forms attached and incorporated here as Exhibit D. Each bond must be
issued by a surety admitted in California, with a financial rating from A.M. Best Company of Class
A- or higher, or as otherwise acceptable to City. If an issuing surety cancels a bond or becomes
insolvent, Contractor must provide a substitute bond from a surety acceptable to City within seven
(7) calendar days after written notice from City. If Contractor fails to do so, City may in its sole
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 8 of 12
discretion and without prior notice, purchase bonds at Contractor’s expense, deduct the cost from
payments due Contractor, or terminate the Service Order or Contract. City will not authorize work
under a Service Order until the required bonds are submitted.
15. UTILITIES, TRENCHING, AND EXCAVATION
15.1 Contractor must call the Underground Service Alert (“USA”) 811 hotline and request
marking of utility locations before digging or commencing Work. For underground service alerts
for street lighting and traffic signal conduits, City’s Service Center must be called at (408) 777-
3269. Government Code Section 4215 requires Contractor to notify City and Utility in writing if it
discovers utilities or utility facilities not identified in the Contract.
15.2 Pursuant to Government Code Section 7104, Contractor must stop work, notify City in
writing, and wait for instructions if one of the conditions below is found at the worksite. City will
work with Contractor to amend the Contract or issue a change order if the discovered conditions
materially change the Work/Performance, Contract Time or Contract Price.
(a) Material believed to be hazardous waste under Health and Safety Code Section 25117, and
which requires removal to a Class I, Class II, or Class III disposal site pursuant to law;
(b) Subsurface or latent physical conditions at the Project worksite differing from those
indicated by information about the worksite made available to Contractor; and
(c) Unknown physical conditions at the Project worksite of any unusual nature, materially
different from those ordinarily encountered and from those generally recognized as inherent
in the character of the Work.
15.3 For Service Orders where compensation is $25,000 or higher that require excavation or
involve trenches five feet or more in depth, Contractor must submit a detailed plan for City approval,
per Labor Code Section 6705, prior to commencing work. The plan must show the design of shoring,
bracing, sloping, and other provisions for worker protection from caving ground and other hazards.
The protective system must comply with all Construction Safety Orders. If the plan varies from
shoring system standards, it must be prepared by a registered civil or structural engineer.
16. URBAN RUNOFF MANAGEMENT
16.1 All Work must fully comply with federal, state, and local laws and regulations concerning
storm water management. Contractor must avoid creating excess dust when breaking asphalt or
concrete and during excavation and grading. If water is used for dust control, Contractor will use
only the amount of water necessary to dampen the dust. Contractor will take all steps necessary to
keep wash water out of the streets, gutters, and storm drains. Prior to the start of the Work,
Contractor will implement erosion and sediment controls to prevent pollution of storm drains, and
must upgrade and maintain these controls based on weather conditions or as otherwise required by
City. These controls must be in place during the entire Contract Time and must be removed at the
end of construction and completion of the Work. Such controls must include, but will not be limited
to, the following requirements:
(a) Install storm drain inlet protection devices such as sand bag barriers, filter fabric fences, and
block and gravel filters at all drain inlets impacted by construction. During the annual rainy
season, October 15 through June 15, storm drain inlets impacted by construction work must be
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 9 of 12
filter-protected from onsite de-watering activities and saw-cutting activities. Shovel or vacuum
saw-cut slurry and remove from the Work site;
(b) Cover exposed piles of soil or construction material with plastic sheeting. Store all construction
materials in containers;
(c) Sweep and remove all materials from paved surfaces that drain to streets, gutters and storm
drains prior to rain and at the end of each work day. When the Work is completed, wash the
streets, collect and dispose of the wash water offsite in lawful manner;
(d) After breaking old pavement, remove debris to avoid contact with rainfall/runoff;
(e) Maintain a clean work area by removing trash, litter, and debris at the end of each work day
and when Work is completed. Clean up any leaks, drips, and other spills as they occur.
These requirements must be used in conjunction with the California Stormwater Quality Association
and California Best Management Practices Municipal and Construction Handbooks, local program
guidance materials from municipalities, and any other applicable documents on stormwater quality
controls for construction. Contractor’s failure to comply with this Section will result in the issuance
of noncompliance notices, citations, Work stop orders and regulatory fines.
17. PROJECT COORDINATION
City Project Manager. The City assigns David Stillman as the City’s representative for all purposes
under this Contract, with authority to oversee the progress and performance of the Scope of Work.
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 Bob Van Boening as
its single Representative for all purposes under this Contract, with authority to oversee the progress
and performance of the Work. Contractor’s Project manager is responsible for coordinating and
scheduling the Work in accordance with City instructions, service orders, and the Schedule of
Performance. Contractor must regularly update the City’s project manager about the status, progress
and any delays with the work. City’s written approval is required prior to Contractor substituting a
new Representative which shall result in no additional costs to City.
18. ABANDONMENT AND TERMINATION
18.1 City may abandon or postpone the Work or parts thereof at any time. Contractor will be
compensated for satisfactory Work performed through the date of abandonment and will be given
reasonable time to close out Work under a Service Order. With City’s pre-approval in writing, the
time spent in closing out Work under a Service Order will be compensated up to ten percent (10%)
of the total time expended in performing the Work.
18.2 City may terminate the Contract for cause or without cause at any time. Contractor will be
paid for satisfactory Work rendered through the termination date and will be given reasonable time
to close out the Work.
18.3 Final payment will not be made until Contractor delivers the Work and provides records
documenting the Work, products, and deliverables completed.
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 10 of 12
19. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION
This Contract is governed by the laws of State of California. Venue for any legal action shall be the
Superior Court of the County of Santa Clara, California. The dispute resolution procedures of Public
Contract Code Section 20104, et seq., incorporated here by reference, apply to this Contract and
Contractor is required to continue the Work pending resolution of any dispute. Prior to filing a
lawsuit, Contractor must comply with the claim filing requirements of the California Government
Code. 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.
20. 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 Contract, the prevailing
party will be entitled to reasonable attorney fees and costs.
21. SIGNS/ADVERTISEMENTS
No signs may be displayed on or about City’s property, except signage which is required by law or
by the Contract, without City’s prior written approval as to size, design and location.
22. THIRD PARTY BENEFICIARIES
There are no intended third party beneficiaries of this Contract.
23. WAIVER
Neither acceptance of the Work 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.
24. WARRANTY
Contractor warrants that materials and equipment used will be new, of good quality, and free from
defective workmanship and materials, and that the Work will be free from material defects not
intrinsic in the design or materials. All Work, materials, and equipment should pass to City free of
claims, liens, or encumbrances. Contractor warrants the Work and materials for one year from the
date of City’s acceptance of the Work as complete (“Warranty Period”), except when a longer
guarantee is provided by a supplier, manufacturer or is required by this Contract. During the
Warranty Period, Contractor will repair or replace any Work defects or materials, including damage
that arises from Contractor’s Warranty Work, except any wear and tear or damage resulting from
improper use or maintenance.
25. ENTIRE AGREEMENT
This Contract and the attachments, documents, and statutes attached, referenced, or expressly
incorporated herein, including authorized amendments or change orders constitute the final and
complete contract between City and Contractor with respect to the Work and the Project. No oral
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 11 of 12
contract or implied covenant will be enforceable against City. If there is any inconsistency between
any term, clause, or provision of the main Contract and any term, clause, or provision of the
attachments or exhibits thereto, the terms of the main Contract shall prevail and be controlling.
26. SEVERABILITY/PARTIAL INVALIDITY
If a court finds any term or provision of this Contract to be illegal, invalid, or unenforceable, the
legal portion of said provision and all other contract provisions will remain in full force and effect.
27. SURVIVAL
The contract provisions which by their nature should survive the Contract or Completion of Project,
including without limitation all provisions regarding warranties, indemnities, payment obligations,
insurance, and bonds, shall remain in full force and effect after the Work is completed or Contract
ends.
28. INSERTED PROVISIONS
Each provision and clause required by law for this Contract is deemed to be included and will 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.
29. HEADINGS
The headings in this Contract are for convenience only, are not a part of the Contract and in no
way affect, limit, or amplify the terms or provisions of this Contract.
30. COUNTERPARTS
This Contract may be executed in counterparts, each of which is an original and all of which taken
together shall form one single document.
31. 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 (5th) 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: David Stillman
Email: DavidS@cupertino.org
To Contractor:
Traffic Data Service, LLC
6280 San Ignacio Ave, Suite C
San Jose, CA 95119
Attention: Bob Van Boening
Email: tdsbay@cs.com
TDS for On-Call Traffic Data Collection
On-Call Public Works Contract/ April 2024
Page 12 of 12
32. EXECUTION
The persons signing below warrant they have the authority to enter into this Contract and to legally
bind their respective Parties. If Contractor is a corporation, signatures from two officers of the
corporation are required pursuant to California Corporations Code Section 313. This Contract may
be executed in counterparts, each 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 Contract to be executed.
CITY OF CUPERTINO
A Municipal Corporation
By
Name
Title
Date
TRAFFIC DATA SERVICE, LLC
By
Name
Title
Date
APPROVED AS TO FORM:
CHRISTOPHER D. JENSEN
Cupertino City Attorney
ATTEST:
KIRSTEN SQUARCIA
City Clerk
Date
Bob Van Boening
Managing Partner
Bob Van Boening
Apr 29, 2024
Christopher D. Jensen
Chad Mosley
Director of Public Works
Apr 29, 2024
Apr 29, 2024
Exhibit A
Scope of Services
The scope of work may include but is not limited to:
A.7-Day Mechanical Tube Counts
For each roadway segment subject to the Mechanical Tube Count method, the Consultant
shall install road tubes and electronic counting equipment for each street segment travel
direction for a 7-day period to collect vehicle volume, vehicle speed, and vehicle
classification data.
The Consultant shall not conduct any traffic counts on days with forecasted negative weather
conditions such as rain or on a week that includes a City-designated Holiday. The Consultant
shall not perform any traffic counts on days where normal traffic patterns are affected by
nearby construction projects or scheduled special events. Additionally, counts shall be
conducted during regular school session according to Cupertino School District calendar.
The Consultant shall inspect the tube count locations periodically. Should the counting
equipment be identified as not installed properly, become free of its installation, or impacted
by vandalism, the Consultant shall remove the equipment immediately and reinstall it per the
manufacturer's recommendations at no additional cost to City. The Consultant shall not
mount any electric counting equipment to trees.
If traffic flow is affected directly or indirectly by construction work or any other abnormal
condition at the time data collection begins, or while traffic data collection is in progress, the
Consultant shall immediately stop data collection and notify City of such construction work
or abnormal condition. The Consultant shall submit documentation of such construction work
or abnormal condition (i.e., police report, photo, video, etc.). Upon verification by City of
such construction work or abnormal condition, City shall compensate the Contractor for
services provided at the particular intersection at one-half the rate applicable to professional
services provided at an intersection in which a traffic count of the same method occur
--Deliverables�.------------------------------
•Traffic count approach data aggregated to the 15-minute time intervals for the
entire duration (7days)
•Traffic count totals per traffic approach and for the total roadway segment for
each day of the 7 days
•The peak 3-hours for each Morning, Midday, and Evening peak including the
twelve 15-minute peak intervals for each of the 7 days
•The Average Daily Traffic (ADT) volume based off of the Tuesday, Wednesday,
and Thursday counts
City of Cupertino
Traffic Data Service
For: On-Call Traffic Data Collection
B.Peak Hour Turning Movement Counts
For each intersection subject to the Peak Hour Count Method, the Consultant shall count
each vehicular turning movement, and each pedestrian walk direction and bicycle movement
at each intersection for the Morning Peak Hour Period from 7:00AM to 1 0:00AM, and the
Evening Peak Hour Period from 4:00PM to 7:00PM. Midday Peak Period from 11 :30AM to
1 :30PM traffic counts may also be performed.
If the traffic data collected by the Consultant is inconsistent with historical traffic count data
on record with City at any intersection, City in the sole discretion of City Traffic Engineer
shall require the Consultant to recount the intersection for each or both peak periods;
Condition Diagrams for the recounted traffic data shall also be provided. If the recounted
traffic data is consistent with the Consultant's original traffic count at such intersection the
original count shall be considered validated and consistent with the second count. City shall
compensate the Consultant for the second count per the base count price included in the
proposal for both peak periods even if only one peak period was recounted. If the recounted
traffic data is inconsistent with the Consultant's original traffic count at such intersection, the
original count shall be considered VOID and no additional compensation shall be provided
for the second count.
As location for counting is identified by the City, the Consultant shall specify a list of the
turning movement equipment proposed for use on the Project.
Deliverables: •Traffic count data in Microsoft Excel spreadsheet and PDF electric format. Each
turning movement aggregated to the 15-minute time intervals for each peak
period and identify the peak hour period and its associated volume count for each.
•Diagram sketch of the intersection including:
o Intersection name
o Date and times of count
o Field conditions at time of count including weather and pavement
conditions
o Names of traffic counters and quality assurance staff
o Intersection geometry sketch including lane configurations
--o-�ie@ otes 1nclud1ng o servat1ons of-factors t at 11npact traffic counts
(i.e., overflow conditions, traffic accidents, construction, etc.), estimates
on the percentage of heavy truck traffic observed during the count and
within each peak hour interval, and any illegal traffic patterns.
o North arrow bearing
C.School Pedestrian Classification Counts
For each intersection subject to the School Pedestrian Classification Count, the Consultant
shall manually collect the vehicle turning movement counts, the number of pedestrians
City of Cupertino Traffic Data Service For: On-Call Traffic Data Collection
crossing each leg of the intersection classified by age group (school-age or adult), and the
number of times adult crossing guards enter the intersection to guide pedestrians if
appropriate.
The Contractor shall collect data for 1-hour in the morning commute and I-hour in the
afternoon commute.
Deliverables:
•School Pedestrian count data in Microsoft Excel spreadsheet and PDF electric
format.
•Diagram sketch of the intersection including:
o Intersection name
o Date and times of count
o Field conditions at time of count including weather
o Names of traffic counters and quality assurance staff
o Map sketch including lane configurations including crosswalks, traffic
control device locations, pavement messages, and limit lines
o Field notes including observations of factors that impact traffic counts
o North arrow bearing
D.24 Hour Video Bicycle and Pedestrian Data
The Consultant shall collect the bicycle and pedestrian counts on trails using a Video
Surveillance Technology. The technology used for these counts must be approved by the
City before use. All video results will become the property of the City and must be provided
in a format that is accessible by the City. The Consultant will be responsible for the costs of
processing the video and proper classification of bicycles and pedestrians.
Deliverables:
•Bicycle and pedestrian count and classification data aggregated to the 15-minute
time intervals for the 24 hours in Microsoft Excel spreadsheet and PDF format.
Spread sheet shall show the 15-minute interval totals and classification for
direction of travel/movement type.
-• Raw Vide,.,.----
City of Cupertino
Traffic Data Service
For: On-Call Traffic Data Collection
E.72 Hour Mechanical Tube Intersection Approach Counts
For each roadway segment subject to the Mechanical Tube Intersection Approach Count
method, the Consultant shall install a minimum of two road tubes and/or electronic counting
equipment for each street intersection approach for a 72 hour period to collect vehicle
volume and/or vehicle speed data. Required data may consist of volume only (directional),
volume only (non-directional), or volume and speed (directional), throughout the 72-hours
period.
Deliverables:
•Traffic count approach data aggregated to the 15-minute time intervals for the
entire duration (72 hours)
•Traffic count totals per traffic approach and for the total roadway segment for
each day of the 72 hours
•The peak 3-hours for each Morning, Midday, and Evening peak including the
twelve 15-minute peak intervals for each of the 7 days
•The Average Daily Traffic (ADT) volume based off of the Tuesday, Wednesday,
and Thursday counts
City of Cupertino
Traffic Data Service
For: On-Call Traffic Data Collection
TDS
$250
$400
$200
$200
$150
$150
$125
$125
$150
$150
24 Hour Video Bicycle and Pedestrian
Data $400
72 Hour Mechanical Tube Local/Minor Collectors $175
Intersection approach Counts Arterial/Major Collectors $175
Local/Minor Collectors $175
Arterial/Major Collectors $175
Local/Minor Collectors $175
Arterial/Major Collectors $225
Volume only (directional)
Volume only (non-directional)
Volume and speed (directional)
School Pedestrian Classification
Counts
Local/Minor Collectors
Arterial/Major Collectors
Multi-use Trails
Labor Category
7-Day Mechanical Tube Counts Local/Minor Collectors
Arterial/Major Collectors
Peak Hour Turning Movements Counts
Local/Minor Collectors (3 hours)
Arterial/Major Collectors (3 hours)
Local/Minor Collectors (2 hours)
Arterial/Major Collectors (2 hours)
Local/Minor Collectors (1 hour)
Arterial/Major Collectors (1 hour)
CITY OF CUPERTINO
MASTER AGREEMENT CONSULTANT SERVICES
SERVICE ORDER NO.
MASTER AGREEMENT #: MA Date:
Maximum Compensation: MA End Date:
Consultant: Firm Name:
Address:
Contact: Ph:
Email Address:
City Project Management
Managing Department: Public Works Project Manager:
Fiscal/Budget :
Master Agreement Maximum Compensation: $
Total Previously Encumbered to Date:
Encumbrance this Service Order:
Master Agreement Unencumbered Balance:
Approvals:
Consultant: Date:
Manager: Date:
Appropriation Certification: I hereby certify that an unexpended appropriation is available in the above
fund for the above contract as estimated and that fund are available as of this date of signature
City Finance: Date:
Management Analyst
City of Cupertino Master Agreement Service Order
Item Description GL Account Code Project Code
SO Acc't #:
Project #:
PO #:
Date:
EXHIBIT B
Insurance Requirements for On-Call Public Works Construction Contracts Version: Jan. 2021 1
Contractor shall procure and maintain for the duration of the contract, and for five years following the completion of
the Project, insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the work hereunder by Contractor, its agents, representatives, employees or
subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an
“occurrence” basis, written on a comprehensive general liability form, and must include coverage for liability
arising from Contractor’s or Subcontractor’s acts or omissions, including Contractor’s protected coverage,
blanket contractual, products and completed operations, vehicle coverage and employer’s non-ownership liability
coverage, with limits of at least $2,000,000 per occurrence. The CGL policy must protect against any and all
liability for personal injury, death, property damage or destruction, and personal and advertising injury. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG
25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
a. It shall be a requirement under this agreement 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 (1) the minimum coverage/limits specified in this agreement; or (2) the broader
coverage and maximum limits of coverage of any insurance policy, whichever is greater.
b. Additional Insured coverage under Contractor's policy shall be "primary and non-contributory," will not seek
contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO CG 20 10 04 13
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess
insurance, provided each policy 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 before the City’s own insurance or self-insurance shall be called upon to
protect City as a named insured.
2. Automobile Liability: ISO Form CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, then
hired autos (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily
injury and property damage.
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 per accident for bodily injury or disease, or as otherwise required by
statute. If Contractor is self-insured, Contractor must provide a Certificate of Permission to Self-Insure, duly
authorized by the DIR.
☐ N/A if box checked (Contractor provides written verification it has no employees).
4. Professional Liability with limits no less than $1,000,000 per occurrence or claim, and $2,000,000
aggregate.
☒ N/A if box checked (Contract is not design/build)..
5. Builder’s Risk. Course of Construction insurance utilizing an “All Risk” (Special Perils) coverage form, with
limits equal to the completed value of the project and no coinsurance penalty provisions.
ON-CALL PUBLIC WORKS CONSTRUCTION CONTRACTS
Insurance Requirements: Exhibit C
Insurance Requirements for On-Call Public Works Construction Contracts Version: Jan. 2021 2
☐ N/A if box checked (Project does not involve construction or improvements/installations to property).
6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits
no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If Contractor maintains broader coverage and/or higher limits than the minimums shown above, City requires and
shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Self-Insured Retentions. Self-insured retentions must be declared to and approved by City. At City’s option, either:
(1) Contractor shall cause the insurer to reduce or eliminate self-insured retentions as respects City, its officers,
officials, employees, and volunteers; or (2) Contractor shall provide a financial guarantee satisfactory to City
guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy
language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named
insured or the City.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered
as additional insureds on the CGL and automobile liability policies with respect to liability arising out of the Services
performed by or on behalf of Contractor including materials, parts, or equipment furnished. Endorsement of CGL
coverage shall be at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG
20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used.
Primary Coverage
For any claims related to this Project, Contractor’s insurance coverage shall be “primary and non-contributory” and
at least as broad as ISO CG 20 01 04 13 with respect to City, its officers, officials, employees and volunteers, and shall
not seek contribution from City’s insurance. If the limits of insurance are satisfied in part by Umbrella/Excess
Insurance, the Umbrella/Excess Insurance shall contain or be endorsed to contain a provision that such coverage shall
also apply on a “primary and non-contributory” basis for the benefit of City.
Notice of Cancellation
Each insurance policy required shall provide that coverage shall not be canceled, except with notice to the City. Each
certificate of insurance must state that the coverage afforded by the policy is in force and will not be reduced, cancelled
or allowed to expire without at least 30 days advance written notice to City, unless due to non-payment of premiums,
in which case ten days advance written notice must be provided to City. Such notice must be sent to City via certified
mail and addressed to the attention of the City Manager.
Builder’s Risk
Contractor may submit Builder’s Risk insurance in the form of Course of Construction coverage, which shall name
the City as a loss payee, as its interest may appear. The Builder’s Risk policy must be issued on an occurrence basis,
for all-risk coverage on a 100% completed value basis on the insurable portion of the Project, with no coinsurance
penalties, and for the benefit of City. If the Project does not involve new or major reconstruction, City may elect, acting
in its sole discretion, to accept an Installation Floater policy instead of Builder’s Risk. For such projects, the Property
Installation Floater shall include improvement, remodel, modification, alteration, conversion or adjustment to existing
buildings, structures, processes, machinery and equipment, and shall provide property damage coverage for any
building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the
Insurance Requirements for On-Call Public Works Construction Contracts Version: Jan. 2021 3
Work, including during transit, installation, and testing at the City’s site.
Waiver of Subrogation
Each required policy must include an endorsement providing that the carrier agrees to waive any right of subrogation
it may have against City. Contractor agrees to waive rights of subrogation which any insurer of Contractor may acquire
from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be
necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of
subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.
Acceptability of Insurers
Insurance must be issued by insurers acceptable to City and licensed to do business in the State of California, and each
insurer must have an A.M. Best’s financial strength rating of “A” or better and a financial size rating of “VII” or better.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable
insurance language, effecting coverage required by this contract. All certificates and endorsements are to be received
and approved by the City before work commences. The City reserves the right to require complete, certified copies of
all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated
herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For
CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
Surety Bonds
As required by Contract and described in the Contract Documents. The Payment and Performance Bonds shall be in a
sum equal to the applicable Service Order Price. If the Performance Bond provides for a one-year warranty a separate
Maintenance Bond is not necessary. If the warranty period specified in the Contract is for longer than one year a
Maintenance Bond equal to 10% of the Contract Price is required. Bonds shall be duly executed by a responsible
corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent
with an office in California.
Special Risks or Circumstances
City reserves the right to modify these requirements, based on the nature of the risk, prior experience, insurer, coverage,
or other circumstances.
1325217.1
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR ADDL SUBR
LTR INSD WVD
PRODUCER CONTACT
NAME:
FAXPHONE
(A/C, No):(A/C, No, Ext):
E-MAIL
ADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence)
MED EXP (Any one person)$
PERSONAL & ADV INJURY $
GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $
PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT
OTHER:$
COMBINED SINGLE LIMIT
$(Ea accident)
ANY AUTO BODILY INJURY (Per person)$
OWNED SCHEDULED
BODILY INJURY (Per accident)$AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
$AUTOS ONLY AUTOS ONLY (Per accident)
$
OCCUR EACH OCCURRENCE
CLAIMS-MADE AGGREGATE $
DED RETENTION $
PER OTH-
STATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below
INSURER(S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
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).
COVERAGES CERTIFICATE NUMBER:REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
© 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
4/19/2024
(928) 774-3345 (928) 779-4561
20699
Traffic Data Service CA, LLC
6280 San Ignacio Ave
SUITE C
San Jose, CA 95119
20281
A 2,000,000
X X D39421811 9/17/2023 9/17/2024 1,000,000
5,000
2,000,000
4,000,000
4,000,000
1,000,000B
73600203 9/17/2023 9/17/2024
B
X 71760995 9/17/2023 9/17/2024 1,000,000
N 1,000,000
1,000,000
The City of Cupertino, its officials, employees, and agents are Additional Insured with respects to General Liability per endorsement BOP47635 07 16
attached, and to auto liability per endorsement CA20481013, attached. Waiver of Subrogation applies to General Liability per endorsement BOP47635 07 16
attached and to Workers Compensation per
endorsement WC9900375 05 18 attached. General Liability is Primary and Non-Contributory per endorsement BP1488 07 13 attached.
City of Cupertino
10300 Torre Ave
Cupertino, CA 95014
TRAFDAT-02 AMANDABERNHART
NFP Property & Casualty Services, Inc.
214 E Birch Avenue
Flagstaff, AZ 86001
ACE Property & Casualty Insurance Company
Federal Insurance Company
X
X
X
X
X
BUSINESSOWNERS
BP 14 88 07 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1
PRIMARY AND NONCONTRIBUTORY –
OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
The following is added to Paragraph H. Other
Insurance of Section III – Common Policy
Conditions and supersedes any provision to the
contrary:
Primary And Noncontributory Insurance
This insurance is primary to and will not seek
contribution from any other insurance available to
an additional insured under your policy provided
that:
1. The additional insured is a Named Insured
under such other insurance; and
2. You have 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.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 1 of 11
BUSINESSOWNERS LIABILITY ENHANCEMENTS ENDORSEMENT
Named Insured
TRAFFIC DATA SERVICE CA LLC
Endorsement Number
BOP47635a0716
Policy Symbol
SER
Policy Number
D39421811
Policy Period
09-17-2023 to 09-17-2024
Effective Date of Endorsement
09-17-2023
Issued By (Name of Insurance Company)
Pacific Employers
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
TABLE OF CONTENTS
Page
Supplementary Payments – Bail Bonds And Bonds To Appeal Judgments – No Sublimit 2
Medical Expenses – Three Years To Report Expenses 2
Non-Owned Watercraft Under 55 Feet 2
Non-Owned Aircraft 2
Damage To Property – Exception For Equipment Loaned Or Rented To Insured 2
Who Is An Insured – Subsidiaries Or Newly Acquired Or Formed Organizations 3
Who Is An Insured – Employees (Including For CPR and First Aid) And Volunteer Workers 3
Additional Insured – Lessor Of Leased Equipment 4
Additional Insured – Managers Or Lessors Of Premises 4
Additional Insured - Vendors 5
Additional Insured – Other Persons Or Organizations Pursuant To Contract Or Agreement 6
Damage To Premises Rented To You – $1,000,000 7
Per Location General Aggregate Limit With Combined Total Aggregate Limit 8
Knowledge/Notice Of Occurrence 9
Bodily Injury, Including Resulting Mental Anguish 9
Coverage Territory, Limited Worldwide 10
Personal Injury, Including Discrimination, Harassment And Segregation 10
Unintentional Failure To Disclose Hazards 10
Other Insurance, Including Primary Provision 10
Waiver Of Subrogation Required By Contract 11
This endorsement modifies the coverages provided under the Businessowners Coverage Form.
Notwithstanding anything to the contrary, the provisions of the Businessowners Coverage Form apply, except as
provided in this endorsement. The titles of the various paragraphs of this endorsement are inserted solely for
convenience or reference and are not to be deemed in any way to limit or affect the provisions to which they
relate.
A.SUPPLEMENTARY PAYMENTS – BAIL BONDS AND BONDS TO APPEAL JUDGMENTS - NO SUBLIMIT
In Section II - Liability, Paragraph A. Coverages, 1. f. Coverage Extension – Supplementary
Payments, subparagraphs (1)(b) and (c) are replaced by the following:
(b)The cost of bail bonds, but only for bond amounts within the available limit of insurance. We do not
have to furnish these bonds.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 2 of 11
(c)The cost of bonds to appeal judgments or release attachments, but only for amounts within the
available limit of insurance. We do not have to furnish these bonds.
B.MEDICAL EXPENSES – THREE YEARS TO REPORT EXPENSES
In Section II – Liability, Paragraph A. Coverages, 2. Medical Expenses, subparagraph a.(b) is
replaced by the following:
(b)The expenses are incurred and reported to us within three years of the date of the accident; and
C.NON-OWNED WATERCRAFT UNDER 55 FEET
In Section II - Liability, Paragraph B. Exclusions, subparagraph (2) of Exclusion 1.g. Aircraft, Auto Or
Watercraft is replaced by the following:
This exclusion does not apply to:
(2)A watercraft you do not own that is:
(a) Less than 55 feet long; and
(b) Not being used to carry persons or property for a charge;
D.NON-OWNED AIRCRAFT
In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.g.
Aircraft, Auto or Watercraft in Section II – Liability:
This exclusion does not apply to an aircraft you do not own provided:
1.The pilot in command holds a currently effective certificate, issued by the duly constituted authority of
the United States of America or Canada, designating that person as a commercial or airline transport
pilot;
2.It is rented with a trained, paid crew; and
3. It does not transport persons or cargo for a charge.
E.DAMAGE TO PROPERTY - EXCEPTION FOR EQUIPMENT LOANED OR RENTED TO THE INSURED
In Section II - Liability, Paragraph B. Exclusions, the following exception is added to Exclusion 1.k.
Damage To Property:
Paragraphs (3) and (4) of this exclusion do not apply to “property damage” to equipment rented or loaned
to the insured, provided such equipment is not being used to perform any operations at a construction job
site.
F.WHO IS AN INSURED - SUBSIDIARIES OR NEWLY ACQUIRED OR FORMED ORGANIZATIONS
In Section II - Liability, Paragraph C. Who is an Insured is amended to include the following:
If there is no other insurance available, each of the following is also a Named Insured:
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 3 of 11
1.A subsidiary organization of the first Named Insured shown in the Declarations of which, at the
beginning of the policy period and at the time of loss, the first Named Insured controls, either directly
or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the
governing body of such organization; or
2.A subsidiary organization of the first Named Insured shown in the Declarations that the first Named
Insured acquires or forms during the policy period, if at the time of loss the first Named Insured
controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in
the election of the governing body of such organization.
G.WHO IS AN INSURED - EMPLOYEES (INCLUDING CPR AND FIRST AID) AND VOLUNTEER WORKERS
In Section II - Liability, Paragraph C. Who is an Insured, Paragraph 2.a. is replaced by the following:
2.Each of the following is also an insured:
a.Your "employees" but only for acts within the scope of their employment by you or while
performing duties related to the conduct of your business. However, no “employee” is an insured
for:
(1)"Bodily injury" or "personal and advertising injury":
(a)To you, to any of your directors, managers, members, “executive officers” or partners
(whether or not an “employee”) or to any co-“employee” while such injured person is
either in the course of his or her employment or while performing duties related to the
conduct of your business;
(b)To the brother, child, parent, sister or spouse of such injured person as a consequence
of any injury described in Paragraph (a) above; or
(c)For which there is any obligation to share damages with or repay someone else who
must pay damages because of any injury described in Paragraph (a) or (b) above.
With respect to “bodily injury” only, the limitations described in Paragraph 2.a.(1) above do
not apply to you or to your directors, managers, members, “executive officers”, partners or
supervisors as insureds. The limitations also do not apply to your “employees” as insureds,
with respect to such damages caused by cardiopulmonary resuscitation or first aid services
administered by such an “employee”.
(2)"Property damage" to any property owned, occupied or used by you or by any of your
directors, managers, members, “executive officers” or partners (whether or not an
“employee”) or by any of your “employees”. This limitation does not apply to “property
damage” to premises while rented to you or temporarily occupied by you with the
permission of the owner.
b.Your “volunteer workers”, but only while acting within the scope of their activities for you and at
your direction.
H.ADDITIONAL INSUREDS
In Section II - Liability, Paragraph C. Who is an Insured, the following is added:
2.Each of the following is also an insured:
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 4 of 11
LESSOR OF LEASED EQUIPMENT
e.Any person or organization from whom you lease equipment, but only with respect to liability for
“bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by
your maintenance, operation or use of equipment leased to you by such person or organization and
only if you are required by a contract or agreement to provide them with such insurance as is
afforded by this policy.
However, the insurance afforded to such additional insured:
(1)Only applies to the extent permitted by law; and
(2)Will not be broader than that which you are required by the contract or agreement to provide for
such additional insured.
With respect to the insurance afforded to these additional insureds, this insurance does not apply to
any "occurrence" which takes place after the equipment lease expires.
MANAGERS OR LESSORS OF PREMISES
f.Any person or organization from whom you lease premises, but only with respect to liability arising
out of the ownership, maintenance or use of that part of the premises leased to you and only if you
are required by a contract or agreement to provide them with such insurance as is afforded by this
policy.
However, the insurance afforded to such additional insured:
(1)Only applies to the extent permitted by law; and
(2)Will not be broader than that which you are required by the contract or agreement to provide for
such additional insured.
With respect to the insurance afforded to these additional insureds, the following additional
exclusions apply:
This insurance does not apply to:
(1)Any “occurrence” that takes place after you cease to be a tenant in such premises.
(2)Structural alterations, new construction or demolition operations performed by or for such
additional insureds.
VENDORS
g.Any person or organization who is a vendor of “your products”, but only with respect to “bodily
injury” or “property damage” arising out of “your products” which are distributed or sold in the
regular course of the vendor’s business.
However:
(1)The insurance afforded to such vendor only applies to the extent permitted by law; and
(2)If coverage provided to the vendor is required by a contract or agreement, the
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 5 of 11
insurance afforded to such vendor will not be broader than that which you are required by the
contract or agreement to provide for such vendor.
With respect to the insurance afforded to these vendors, the following additional exclusions apply:
(1) This insurance afforded the vendor does not apply to:
(a)“Bodily injury” or “property damage” for which the vendor is obligated to pay damages by
reason of the assumption of liability in a contract or agreement. This exclusion does not
apply to the liability for damages that the vendor would have in the absence of the
contract or agreement;
(b)Any express warranty unauthorized by you;
(c)Any physical or chemical change in the product made intentionally by the vendor;
(d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration,
testing or the substitution of parts under instructions from the manufacturer, and then
repackaged in the original container;
(e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has
agreed to make or normally undertakes to make in the usual course of business, in
connection with the distribution or sale of the products;
(f)Demonstration, installation, servicing or repair operations, except such operations
performed at the vendor’s premises in connection with the sale of the product;
(g)Products which, after distribution or sale by you, have been labeled or relabeled or used
as a container, part or ingredient of any other thing or substance by or for the vendor; or
(h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its
own acts or omissions or those of its employees or anyone else acting on its behalf.
However, this exclusion does not apply to:
(i)The exceptions contained in Subparagraph (d) or (f); or
(ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, in connection with
the distribution or sale of the products.
(2)This insurance does not apply to any insured person or organization from whom you have
acquired such products, or any ingredient, part or container entering into, accompanying or
containing such products.
With respect to the insurance afforded to these vendors, the following is added to Paragraph D.
Liability And Medical Expenses Limits Of Insurance:
If coverage provided by the vendor is required by a contract or agreement, the most we will pay on
behalf of the vendor is the amount of insurance:
(1)Required by the contract or agreement; or
(3)Available under the applicable Limits Of Insurance shown in the Declarations;
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 6 of 11
whichever is less.
This shall not increase the applicable Limits Of Insurance shown in the Declarations.
OTHER PERSONS OR ORGANIZATIONS PURSUANT TO CONTRACT OR AGREEMENT
h.Any persons or organizations that you are required by a contract or agreement to provide with such
insurance as is afforded by this policy. However, such a person or organization is an insured only:
(1)To the extent such contract or agreement requires the additional insured to be afforded status
as an insured; and
(2)For activities that did not occur, in whole or in part, before the execution of the contract or
agreement.
No person or organization is an insured under this provision:
(1)That is more specifically identified under any other provision of Paragraph C. Who Is An
Insured (regardless of any limitation applicable thereto).
(2)With respect to any assumption of liability in a contract or agreement. This limitation does not
apply to the liability for damages the additional insured would have in the absence of the
contract or agreement.
However, the insurance afforded to such persons or organizations:
(1)Only applies to the extent permitted by law; and
(2)Will not be broader than that which you are required by the contract or agreement to provide
for such additional insured.
The following is added at the end of Paragraph C. Who Is An Insured:
No person or organization is an insured with respect to the conduct of any current or past partnership, joint
venture or limited liability company that is not shown as a Named Insured in the Declarations.
However, no person or organization is an insured with respect to the:
a. Ownership, maintenance or use of any assets; or
b.Conduct of any person or organization whose assets, business or organization;
any Named Insured acquires, either directly or indirectly, for any:
(1)“Bodily injury” or “property damage” that occurred; or
(2)“Personal and advertising injury” arising out of an offense first committed;
in whole or in part, before such acquisition is executed.
With respect to the insurance afforded to the persons or organizations described in Paragraphs e., f.,. and
h. above, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance:
The most we will pay on behalf of such person or organization is the amount of insurance:
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 7 of 11
(1)Required by the contract or agreement; or
(2)Available under the applicable Limits Of Insurance shown in the Declarations;
whichever is less.
This shall not increase the applicable Limits Of Insurance shown in the Declarations.
I.DAMAGE TO PREMISES RENTED TO YOU – $1,000,000
In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, Paragraphs
3. and 4. are deleted and replaced with the following:
3.Subject to the Liability And Medical Expenses Limits Of Insurance, the most we will pay under
Business Liability Coverage for damages because of "property damage" to any one premises while
rented to you or while temporarily occupied by you with permission of the owner is $1,000,000.
4.Aggregate Limits
The most we will pay for:
a.All “bodily injury” and “property damage” that is included in the “products-completed operations
hazard” is twice the Liability and Medical Expenses limit.
b.All:
(1)“Bodily injury” and “property damage” except damages because of “bodily injury” or “property
damage” included in the “products-completed operations hazard”;
(2)Plus medical expenses;
(3)Plus all “personal and advertising injury” caused by offenses committed;
is twice the Liability and Medical Expenses Limit.
The Limits of Insurance of Section II – Liability apply separately to each consecutive annual period
and to any remaining period of less than 12 months, starting with the beginning of the policy period
shown in the Declarations, unless the policy period is extended after issuance for an additional
period of less than 12 months. In that case, the additional period will be deemed part of the last
preceding period for purposes of determining the Limits of Insurance.
J.PER LOCATION GENERAL AGGREGATE LIMIT WITH COMBINED TOTAL AGGREGATE LIMIT
In Section II - Liability, Paragraph D. Liability and Medical Expenses Limits of Insurance, the
following is added:
1.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages
that the insured becomes legally obligated to pay for all "bodily injury" and “property damage” caused
by "occurrences" under Paragraph A.1. Business Liability, and for all medical expenses caused by
accidents under Paragraph A.2. Medical Expenses, which can be attributed only to a single
"location":
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 8 of 11
a.A separate Location General Aggregate Limit will apply to each "location", and that limit is equal
to the Other than Products/Completed Operations Aggregate Limit shown in the Declarations.
b.The separate Location General Aggregate Limit is the most we will pay for the sum of all
damages for "bodily injury" or "property damage" under Paragraph A.1. Business Liability,
except in connection with "bodily injury" or "property damage" included in the "products-
completed operations hazard", and for medical expenses under Paragraph A.2. Medical
Expenses, regardless of the number of:
(1)Insureds;
(2)Claims made or "suits" brought; or
(3)Persons or organizations making claims or bringing "suits".
c.Any payments made under Paragraph A.1. or under Paragraph A.2. Medical Expenses shall
reduce the separate Location General Aggregate Limit for that "location". Such payments shall
not reduce the Other Than Products/Completed Operations Aggregate Limit shown in the
Declarations nor shall they reduce the separate Location General Aggregate Limit for any
other "location”.
d.The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You
and Medical Expense continue to apply. However, instead of being subject to the Other Than
Products/Completed Operations Aggregate Limit shown in the Declarations, such limits will be
subject to the applicable separate Location General Aggregate Limit.
2.Subject to the Combined Total Aggregate Limit shown in the Declarations, for the sum of all damages
that the Insured becomes legally obligated to pay for all "bodily injury" or "property damage" caused
by occurrences under Paragraph A.1. Business Liability and for all medical expenses caused by
accidents under Paragraph A.2., which cannot be attributed only to operations at a single "location".
a.Any payments made under Paragraph A.1. Business Liability for damages or under Paragraph
A.2. for medical expenses shall reduce the amount available under the Other Than
Products/Completed Operations Aggregate Limit or the Products/Completed Operations
Aggregate Limit, whichever is applicable; and
b.Such payments shall not reduce the separate Location General Aggregate Limit applicable to a
single "location".
3.Subject to the separate Location General Aggregate Limit and all other applicable limits, the
Combined Total Aggregate Limit shown in the Declarations is the most we will pay for the combined
sum of amounts described above, regardless of the number of “locations”.
4.Any payments we make for "bodily injury" or "property damage" included in the “products-completed
operations hazard” will reduce the Products-Completed Operations Aggregate Limit regardless of
the number of "locations", and not reduce the Other Than Products/Completed Operations
Aggregate Limit nor the separate Location General Aggregate Limit applicable to a single "location.”
5.As used in this endorsement, “location" means premises involving the same or connecting lots, or
premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a
railroad.
6. The provisions of Paragraph D. Liability and Medical Expenses Limits Of Insurance not
otherwise modified by this endorsement shall continue to apply as stipulated.
K.KNOWLEDGE/NOTICE OF OCCURRENCE
In Section II - Liability, Paragraph E. Liability and Medical Expenses General Conditions, 2. Duties
In the Event Of Occurrence, Offense, Claim or Suit is amended to include the following:
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 9 of 11
e.Knowledge of an “occurrence” or offense by an agent or “employee” of the insured will not constitute
knowledge by the insured, unless an “executive officer” (whether or not an “employee”) of any
insured or an “executive officer’s” designee knows about such “occurrence” or offense. Failure of an
agent or “employee” of the insured, other than an “executive officer” (whether or not an “employee”)
of any insured or an “executive officer’s” designee, to notify us of an “occurrence” or offense that
such person knows about will not affect the insurance afforded to you.
f.If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a
claim or loss to which this insurance applies, the failure to report it to us will not violate this condition,
provided the insured gives us immediate notice as soon as the insured is aware that this insurance
may apply to such loss or claim.
L.BODILY INJURY, INCLUDING RESULTING MENTAL ANGUISH
In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 3. is
deleted and replaced with the following:
3."Bodily injury" means physical:
a.Injury;
b.Sickness; or
c.Disease;
sustained by a person, including resulting death, humiliation, mental anguish, mental injury or shock
at any time. All such loss shall be deemed to occur at the time of the physical injury, sickness or
disease.
M.COVERAGE TERRITORY, LIMITED WORLDWIDE
In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 4. is
deleted and replaced by the following:
4."Coverage territory" means all parts of the world.
However, “coverage territory” does not include any:
a.“Bodily injury” or “property damage” that takes place or any offense committed outside of the
United States of America (including its possessions and territories), Canada and Puerto Rico,
unless the insured’s responsibility to pay damages is determined by a “suit” on the merits that is
brought in the United States of America (including its possessions and territories), Canada or
Puerto Rico; or
b.Injury or damage in connection with any “suit” brought outside the United States of America
(including its possessions and territories), Canada and Puerto Rico.
N.PERSONAL INJURY, INCLUDING DISCRIMINATION, HARASSMENT AND SEGREGATION
In Section II - Liability, Paragraph F. Liability and Medical Expenses Definitions, paragraph 14. is
amended to include the following:
h.Discrimination, harassment or segregation based on a person’s age, color, national origin, race,
religion or sex unless committed by or at the direction of any “executive officer”, director, stockholder,
partner or member of the insured.
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 10 of 11
O.UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS
In Section III – Common Policy Conditions, Paragraph C. Concealment, Misrepresentation or Fraud
is amended to include the following additional paragraph:
Unintentional failure of an “employee” of the insured to disclose a hazard or other material information will
not violate this condition, unless an “executive officer” (whether or not an “employee”) of any insured
knows about such hazard or other material information.
P.OTHER INSURANCE, INCLUDING PRIMARY PROVISION
In Section III – Common Policy Conditions, Paragraph H. Other Insurance, subparagraphs 2. and 3.
are replaced by the following:
H.Other Insurance
If other valid and collectible insurance is available to the insured for a loss we cover under this insurance,
our obligations are limited as follows:
1.Primary Insurance
This insurance is primary except when Paragraph 2 below applies. If this insurance is primary, our
obligations are not affected unless any of the other insurance is also primary. Then, we will share with
all that other insurance by the method described in Paragraph 3 below.
2.Excess Insurance
a.This insurance is excess over:
(1)Any of the other insurance, whether primary, excess, contingent or on any other basis:
(a)That is Fire, Extended Coverage, Builder’s Risk, Installation Risk or similar coverage for
“your work”;
(b)That is insurance that applies to “property damage” to premises rented to you or
temporarily occupied by you with permission of the owner; or
(c)If the loss arises out of aircraft, “autos” or watercraft to the extent not subject to Exclusion
g. of Section II.B. Exclusions, 1. Applicable to Business Liability Coverage; or
(2) Any other primary insurance available to you covering liability for damages arising out of the
premises or operations for which you have been added as an additional insured.
b.When this insurance is excess, we will have no duty to defend the insured against any “suit” if any
other insurer has a duty to defend the insured against that “suit.” If no other insurer defends, we
will undertake to do so, but we will be entitled to the insured’s rights against all those other
insurers.
c.When this insurance is excess over other insurance, we will pay only our share of the amount of
the loss, if any, that exceeds the sum of:
(1)The total amount that all such other insurance would pay for the loss in the absence of this
insurance;
BOP-47635a (07/16) Includes copyrighted material of Insurance Services Office, with its permission, 2016.Page 11 of 11
(2)The total of all deductible and self-insured amounts under all that other insurance.
d.We will share the remaining loss, if any, with any other insurance that is not described in this
Excess Insurance provision and was not brought specifically to apply in excess of the Limits of
Insurance shown in the Declarations of this Coverage Part.
3.Method of Sharing
If all of the other insurance permits contribution by equal shares, we 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, we 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.
Q.WAIVER OF SUBROGATION REQUIRED BY CONTRACT
In Section III – Common Policy Conditions, Paragraph K. Transfer of Rights of Recovery Against
Others To Us, subparagraph 2. is replaced by the following:
2.Applicable to Businessowners Liability Coverage:
We will waive the rights of recovery we would otherwise have had against another person or organization,
for loss to which this insurance applies, provided the insured has waived their rights of recovery against
such person or organization in a contract or agreement that is executed before such loss.
To the extent that the insured’s rights to recover all or part of any payment made under this Coverage
Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to
impair them. At our request, the insured will bring “suit” or transfer those rights to us and help us enforce
them. This paragraph does not apply to Medical Expenses Coverage.
All other terms and conditions of the policy remain unchanged.
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 09-17-23 Policy No. 71765109 Endorsement No.
Insured TRAFFIC DATA SERVICE, LLC Premium $ Incl.
Insurance Company Federal Insurance Company
Countersigned By
WC 90 03 75 (05/18)
CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the
Information Page.
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, but this waiver applies only with respect to bodily injury
arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver
from us.
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
Schedule
1.(☐)Specific Waiver
Name of person or organization
(☒)Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.
2.Operations:
ALL CALIFORNIA OPERATIONS
3.Premium:
The premium charge for this endorsement shall be 1%percent of the California premium developed on payroll in
connection with work performed for the above person(s) or organization(s) arising out of the operations described.
4.Minimum Premium:
Authorized Representative
Producer Copy
POLICY NUMBER: COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
CA 20 48 10 13 Insurance Services Office, Inc., 2011 Page 1 of 1
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
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 this endorsement.
This endorsement identifies person(s) or organization(s) who are ‘‘insureds’’ for Covered Autos Liability Coverage
under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage
provided in the Coverage Form.
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below.
Named Insured:
Endorsement Effective Date:
SCHEDULE
Name Of Person(s) Or Organization(s):
City of Cupertino
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Each person or organization shown in the Schedule is
an ‘‘insured’’ for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies
as an ‘‘insured’’ under the Who Is An Insured
provision contained in Paragraph A.1. of Section II ----
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I ---- Covered Autos
Coverages of the Auto Dealers Coverage Form.
(23)7360-02-03
TDS for On-Call Traffic Data Collection
Final Audit Report 2024-04-29
Created:2024-04-26
By:Webmaster Admin (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAxk7Z4M5qqm6k6VambiU0YSOUeM1CdR1h
"TDS for On-Call Traffic Data Collection" History
Document created by Webmaster Admin (webmaster@cupertino.org)
2024-04-26 - 2:07:46 PM GMT- IP address: 35.229.54.2
Document emailed to Jindy Gonzalez (jindyg@cupertino.org) for approval
2024-04-26 - 2:23:52 PM GMT
Email viewed by Jindy Gonzalez (jindyg@cupertino.org)
2024-04-26 - 3:56:14 PM GMT- IP address: 104.47.74.126
Document approved by Jindy Gonzalez (jindyg@cupertino.org)
Approval Date: 2024-04-26 - 9:35:23 PM GMT - Time Source: server- IP address: 152.44.224.250
Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval
2024-04-26 - 9:35:24 PM GMT
Document approved by Araceli Alejandre (aracelia@cupertino.org)
Approval Date: 2024-04-29 - 5:24:11 PM GMT - Time Source: server- IP address: 71.204.144.228
Document emailed to tdsbay@cs.com for signature
2024-04-29 - 5:24:13 PM GMT
Email viewed by tdsbay@cs.com
2024-04-29 - 8:38:36 PM GMT- IP address: 69.147.89.13
Signer tdsbay@cs.com entered name at signing as Bob Van Boening
2024-04-29 - 8:41:27 PM GMT- IP address: 73.158.245.230
Document e-signed by Bob Van Boening (tdsbay@cs.com)
Signature Date: 2024-04-29 - 8:41:29 PM GMT - Time Source: server- IP address: 73.158.245.230
Document emailed to christopherj@cupertino.org for signature
2024-04-29 - 8:41:31 PM GMT
Email viewed by christopherj@cupertino.org
2024-04-29 - 8:54:21 PM GMT- IP address: 104.47.74.126
Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen
2024-04-29 - 8:54:36 PM GMT- IP address: 136.24.22.194
Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 2024-04-29 - 8:54:38 PM GMT - Time Source: server- IP address: 136.24.22.194
Document emailed to Chad Mosley (chadm@cupertino.org) for signature
2024-04-29 - 8:54:39 PM GMT
Email viewed by Chad Mosley (chadm@cupertino.org)
2024-04-29 - 9:59:25 PM GMT- IP address: 104.47.74.126
Document e-signed by Chad Mosley (chadm@cupertino.org)
Signature Date: 2024-04-29 - 9:59:54 PM GMT - Time Source: server- IP address: 64.165.34.3
Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature
2024-04-29 - 9:59:55 PM GMT
Email viewed by Kirsten Squarcia (kirstens@cupertino.org)
2024-04-29 - 10:06:31 PM GMT- IP address: 104.47.73.254
Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2024-04-29 - 10:06:41 PM GMT - Time Source: server- IP address: 162.245.20.145
Agreement completed.
2024-04-29 - 10:06:41 PM GMT
