C250014_Insurance_Approval_Request_Memo.pdf

INTEROFFICE MEMO

Date October 6, 2025

To: Regie Peaslee, Risk Management From: Iris Deneau, CAMM

Subject: RFP 250014 “Harbor Boulevard Transit Signal Priority

Deployment”

Below please find a copy of the insurance limits and indemnification language for your review. The firm will deliver the Harbor Boulevard Transit Signal Priority Deployment. The budget for this effort is $2,349,000 for a five-and-a-half (5.5)-year term.

Please review the below standard insurance requirements and indemnification language and advise to the acceptability for this procurement.

8.0 INDEMNIFICATION

8.1.1 General

Licensor agrees to indemnify, hold harmless and defend Customer and its employees, directors, agents, successors, and assigns ("Indemnified Parties") from and against any and all claims, liens, demands, damages, liability, actions, causes of action, losses, judgments, costs, and expenses of every nature;

including investigation costs and expenses, settlement costs, and attorney fees and expenses ("Claims"), sustained by or asserted against Indemnified Party arising out of, resulting from, or attributable to the willful misconduct, negligence, errors, or omissions of Licensor, its employees, subcontractors, consultants, representatives, and agents; provided, however, such indemnification shall not apply to the extent that such Claim results from the sole negligence or willful misconduct of an Indemnified Party.

8.1.2 Intellectual Property

Licensor will defend, indemnify and hold Indemnified Parties harmless from and against any Claims arising out of or in connection with any claim that the Software infringes or violates any intellectual property right of any third party.

Customer agrees to promptly notify Licensor of the Claim and give Licensor control of the defense of the Claim and negotiations for its settlement or compromise. If a final judgment prohibits Customer from continued use of any Software, or if at any time Licensor is of the opinion that any Software is likely to become the subject of a claim, Licensor shall: (a) obtain for Customer the right to use the Software; (b) replace or modify such Software so that it is no longer subject to the Claim but performs the same functions in an equivalent manner as determined by Customer; or (c) in the event that Licensor is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Licensor shall recover such Software from Customer, in which event in addition to the foregoing indemnification: (i) the license of such Software shall be void as between Licensor and Customer as of the date Licensor retakes possession; and, (ii) Licensor shall reimburse to

Customer the full cost for such Software and shall, if applicable, cancel Customer’s then current Maintenance service, if any, for such Software so returned and issue to Customer a prorated refund of any Maintenance fees paid, if any, to Licensor with respect to such Software.

8.1.3 Exclusion from Intellectual Property Indemnification

Licensor’s obligations set forth in Section 8.2 (Intellectual Property

Indemnification) do not apply to the extent that an Indemnified Claim regarding intellectual property infringement arises out of:

a. Customer’s breach of this Agreement.

b. Use of the Software in combination with hardware or software not provided by Licensor, unless the Specifications refers to a combination with such hardware or software (without directing the user not to perform such combination) or such combination achieves functionality described in the Specifications.

21.0 INSURANCE

21.1 Licensor shall procure and maintain insurance coverage during the entire term of this Agreement. Coverage shall be full coverage and not subject to self-insurance provisions. Licensor shall provide the following insurance coverage:

a. Commercial General Liability, to include Products/Completed

Operations, Independent Contractors’, Contractual Liability, and Personal Injury Liability, and Property Damage with a minimum limit of $1,000,000 per occurrence and $2,000,000 general aggregate;

b. Automobile Liability Insurance to include owned, hired and non-owned autos with a combined single limit of $1,000,000 each accident;

c. Workers’ Compensation with limits as required by the State of California including a waiver of subrogation in favor of Authority, its officers, directors, employees or agents;

d. Employers’ Liability with minimum limits of $1,000,000;

e. Professional Liability with minimum limits of $1,000,000 per claim; and

f. Cyber Liability with minimum limits of $2,000,000 per claim. Coverage by this insurance this insurance policy shall include without limitation:

(a) costs to notify individuals whose Personal Data was lost or compromised; (b) costs to provide credit monitoring and credit restoration services to individuals whose Personal Data was lost or compromised; (c) costs associated with third party claims arising from the Data Breach or loss of Personal Data, including litigation costs and settlement costs; and (d) any investigation, enforcement or similar miscellaneous costs.

a. Such insurance must address all of the foregoing without limitation if caused by an employee of Licensor or an independent contractor working on behalf of Licensor in performing services under this contract. Policy must provide coverage for wrongful acts, claims, and lawsuits anywhere in the world. Insurer must have a A.M.

Best rating of “A- VII“ or better. Any material change in the policy or cancellation must be reported to the Client with not less than thirty (30) days prior written notice with ten (10) days notice for non-payment. The policy must be kept in force during the life of the contract and for five (5) years (either as a policy in force or extended reporting period) after contract termination.

21.2 Proof of such coverage shall be provided to Customer, in the form of a certificate of insurance, that names Customer, its officers, directors, employees and agents, designated as additional insureds as required by this Agreement.

In addition, provide an insurance policy blanket additional insured endorsement. Both documents must be received by Customer prior to commencement of any work. Proof of insurance coverage must be received by Customer within ten (10) calendar days from the effective date of this Agreement. Such insurance shall be primary and non-contributive to any insurance or self-insurance maintained by Customer. Furthermore, Customer reserves the right to request certified copies of all related insurance policies.

21.3 Licensor shall also include in each subcontract the stipulation that subcontractors shall maintain insurance coverage in the amounts required from Licensor as provided in this Agreement.

21.4 Licensor shall be required to immediately notify Customer of any modifications or cancellation of any required insurance policies.

21.5 Licensor shall submit required insurance certificates to Authority’s insurance tracking contractor, InsureTrack. Licensor shall respond directly to InsureTrack’s request for updated insurance certificates and other insurance-related matters by email to octa@instracking.com.

21.6 Licensor shall include on the face of the certificate of insurance, the following information:

21.6.1 The Agreement Number C-250014 and, the Section Manager’s Name, Iris Deneau.

21.6.2 For Certificate Holder: The Orange County Transportation Authority, its officers, directors, employers and agents, c/o InsureTrack, P.O. Box 60840 Las Vegas, NV 89160.

mailto:octa@instracking.com