CC SR 20150707 E - AEGIS 1-year contract extensionMEMO
MEMORANDUM
PALOS VERDES
TO: HONORABLE MAYOR & CITY COUNCIL MEMBERS
FROM: MICHAEL THRONE, DIRECTOR OF PUBLIC WORKS
DATE: JULY 7, 2015
SUBJECT: APPROVE THE FIFTH AMENDMENT TO THE AGREEMENT
AND EXECUTE THE FIFTH AMMENDMENT FOR A ONE-
YEAR CONTRACT EXTENSION FOR AEGIS, ITS, INC
REVIEWED: DOUG WILLMORE, CITY MANAGER GU'_J
Project Manager: Melissa Countryman, Senior Engineer MA,(,,
RECOMMENDATION
Approve the Fifth Amendment to the Agreement and Authorize the Mayor and City Clerk
to execute the Fifth Amendment to the Agreement with Aegis, ITS, Inc., formerly
Econolite Traffic Engineering and Maintenance, Inc.
BACKGROUND
This agreement is the Fifth Amendment to the Traffic Signal Maintenance Agreement
between the City of Rancho Palos Verdes ("CITY") and Aegis, ITS, Inc., formerly Econolite
Traffic Engineering and Maintenance, Inc. ("CONTRACTOR"), dated July 1, 2009
("Agreement"). The First Amendment, which was effective March 20, 2012, authorized the
name change to Aegis, ITS, Inc. The Second Amendment, which was effective September
19, 2012, extended the term of the Agreement for one year. The Third Amendment, which
was effective July 16, 2013, extended the term by an additional year. The Fourth
Amendment, which was effective July 16, 2014, extended the term by an additional year.
This Fifth Amendment is effective as of July 8, 2015 and is being made to extend the term of
the Agreement for one additional year.
DISCUSSION
Staff is requesting an additional year to be added to the current Aegis, ITS, Inc. contract
term. The updated contract specifications are in the review process and it is not feasible to
re -compete this service contract at this time. By extending the current contract by one year,
we can maintain our current level of service, while allowing the specifications to be updated.
CONCLUSION
Executing the Fifth Amendment to the Agreement will add an additional year to the current
Agreement. In staff s judgement this is the most prudent course of action to ensure that the
City's traffic control devices remain in good condition and continue operating effectively.
FISCAL IMPACT
The FY15-16 Traffic Signal Maintenance budget program of $85,000 is sufficient to cover the
approved expenditure.
Attachment A: Econolite Traffic Engineering and Maintenance, Inc. original agreement
(page 4)
Attachment B: First Amendment to Agreement between the City of Rancho Palos Verdes
and Econolite Traffic Engineering and Maintenance, Inc. (page 21)
Attachment C: Second Amendment to Agreement between the City of Rancho Palos
Verdes and Aegis, ITS, Inc. (page 25)
Attachment D: Third Amendment to Agreement between the City of Rancho Palos Verdes
and Aegis, ITS, Inc. (page 29)
Attachment E: Fourth Amendment to Agreement between the City of Rancho Palos Verdes
and Aegis, ITS, Inc. (page 32)
Attachment F: Draft Fifth Amendment to Agreement between the City of Rancho Palos
Verdes and Aegis, ITS, Inc. (page 36)
W:\Pam\Staff Reports\2015\7-7-15\Aegis Traffic Signal Contract Amendment\Staff Report for Amendment to Aegis 2
Contract 2015 07 07 REV.doc
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OFFICE OF THE CITY CLERK
August 6, 2009
Rodney Mathis, President
Econolite Traffic Engineering & Maintenance, Inc.
3360 E. La Palma Avenue
Anaheim, CA 92306
Subject: Traffic Signal Maintenance FY 09-10, FY 10-11, & FY 11-12
Dear Mr. Mathis:
Enclosed is a fully executed copy of the above referred to agreement that was approved
by the City Council at its June 2, 2009 meeting.
If you have any questions about this agreement, please contact Nicole Jules of our
Public Works Department at (310) 544-5252.
Yours very truly,
Carla Morreale
City Clerk
cc: Nicole Jules, Senior Engineer (with attachment)
GACONTRACT\Letters-transmittal for agmts & contracts\2DOMEconolite Traffic Engineering,doc
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UTI T4 i F"WEW E A
FOR FISCAL YEARSfl' 011;2010-2011,2011-2012
This Agreement is made and entered this / day of 9w l(Y , 2009, by and between the
City of Rancho Palos Verdes (hereinafter referred to as "City") and Econolite Traffic Engineering
and Maintenance, Inc. (hereinafter referred to as "Contractor").
WHEREAS, Contractor and Contractor's Surety are providing the bonds attached hereto and
incorporated by the reference in Section 10 of this Agreement; and
WHEREAS, City desires to contract with Contractor to perform the services detailed in this
Agreement, including the Proposal incorporated by the reference in Section 10 of this
Agreement; and
WHEREAS, Contractor has represented that it is fully qualified to assume and discharge such
responsibility.
NOW, THEREFORE, the parties hereto do agree as follows:
1. Scope of Services. City hereby employs Contractor to perform the work and provide the
services and materials for the project identified as: Traffic Signal Maintenance Fiscal
Years 2009-2010, 2010-2011, and 2011-2012, as described in the Plans and
Specifications, attached hereto and incorporated by reference in Section 10 of this
Agreement, including miscellaneous appurtenant work. Such work shall be performed in
a good and workmanlike manner, under the terms as stated herein, and in accordance
with the latest edition of the Joint Cooperative Committee, Southern California Chapters
of the American Public Works Association ("APWA") and the Associated General
Contractors of America ("AGC"), document entitled "Standard Specifications."
2. Term. The term of this Agreement shall be three (3) years with up to three (3) mutually
agreed one (1) year extensions. The initial three-year term of the Agreement shall
commence on July 1, 2009 and shall end on June 30, 2012.
3. Time. Time is of the essence in the performance of services in this Agreement.
4. Compensation. In consideration of the services rendered hereunder, Contractor shall be
paid according to the prices as submitted on the Bid Sheet of the Proposal, attached
hereto and in accordance with the Special Provisions,
Independent Contractor. It is specifically understood and agreed by all parties hereto
that Contractor is, for the purposes of this Agreement, an independent contractor and
not an employee of the City. Accordingly, Contractor shall not be deemed the City's
employee for any purpose whatsoever. Contractor shall not incur or have the power to
incur any debt, obligation or liability whatsoever for or against City.
6. Assignment. This Agreement may not be assigned by Contractor, in whole or in part,
without the prior written consent of City,
7. Termination. City may cancel this Agreement at any time without penalty upon thirty (30)
days' written notice. In the event of termination without fault of Contractor, City shall pay
R6876-0001 \1 14 0984v2.doc C-1
Contractor for all services rendered prior to date of termination, and such payment shall
be in full satisfaction of all services rendered hereunder.
8. Worker's Compensation Insurance. California Labor Code Sections 1860 and 3700
provide that every contractor will be required to secure the payment of compensation to
its employees. In accordance with the provisions of California Labor Code Section 1861,
the Contractor hereby 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 worker's
compensation or to undertake self-insurance in accordance with the
provisions of that code, and I will comply with such provisions before
commencing the performance of the work of this contract."
9. General Rate of Per Diem Wages. Pursuant to the Labor Code of the State of California,
the Director of Industrial Relations has determined the general prevailing rate of wages
and employer payments for health and welfare, vacation, pension and similar purposes
applicable to the work to be done. This rate and scale are on file with the Director of
Public Works, and copies will be made available to any interested party on request. The
Contractor to whom the contract is awarded, and the subcontractors under him or her
must pay not less than these rates for this area to all workers employed in the execution
of this Agreement.
This Agreement is subject to the provision of Article 1.5 (commencing at Section 20104)
of Division 2, Part 3 of the California Public Contract Code regarding the resolution of
public works claims of less than $375,000. Article 1.5 mandates certain procedures for
the filing of claims and supporting documentation by a contractor, for the response to
such claims by the contracting public agency, for a mandatory meet and confer
conference upon the request of a contractor, for mandatory non-binding mediation in the
event of litigation is commenced, and for mandatory judicial arbitration upon the failure to
resolve the dispute through mediation. This Agreement hereby incorporates the
provisions of Article 1.5 as though fully set forth herein.
10. Incorporation. The following documents are attached hereto and incorporated herein as
exhibits: Exhibit "A" --City of Rancho Palos Verdes Instructions for Execution of
Instruments; Exhibit "B"—Insurance Requirements for City of Rancho Palos Verdes
Public Works Contract; Exhibit "C"—Payment Bond (Labor and Materials); Exhibit "D"—
Worker's Compensation Certificate of Insurance; Exhibit "E" --Agreement to Comply with
California Labor Law Requirements; Exhibit "F" --Indemnification and Hold Harmless
Agreement and Waiver of Subrogation and Contribution; Exhibit "G"—Additional Insured
Endorsement Comprehensive General Liability; Exhibit "H"—Additional Insured
Endorsement Automobile Liability; Exhibit "I"—Additional Insured Endorsement Excess
Liability; Contractor's Proposal; and the latest edition of the Joint Cooperative
Committee, Southern California Chapters of the APWA and the AGC, document entitled
"Standard Specifications."
11. Suit; Recovery of Fees & Costs. Should either party bring any action to protect or
enforce its rights hereunder, the prevailing party in such action shall be entitled to
recover, in addition to all other relief, its reasonable attorneys' fees, experts' fees, and
court costs.
R6876-000111140984v2.doc C-2
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12. Price Adjustments. The unit prices listed in the proposal sheets shall be applicable for
the period from July 1, 2009 through June 30, 2010. Each July 1 the prices shall be
increased by the Producer Price Index for Finished Goods for Los Angeles.
13. Notice. Except as otherwise required by law, any notice, request, direction, demand,
consent, waiver, approval or other communication required or permitted to be given
hereunder shall not be effective unless it is given in writing and shall be delivered in
person or by certified mail, postage prepaid, and addressed to the parties at the
addresses stated below, or at such other address as either party may hereafter notify the
other in writing as aforementioned:
To City:
Director of Public Works
City of Rancho Palos Verdes
30940 Hawthorne Blvd,
Rancho Palos Verdes, CA 90275
To Contractor:
Econolite Traffic Engineering and Maintenance, Inc.
3360 E. La Palma Avenue
Anaheim, California 92806-2856
A party may change its address by giving written notice to the other party. Thereafter,
any notice or other communication shall be addressed and transmitted to the new
address. If sent by mail, any notice, tender, demand, delivery or other communication
shall be deemed effective three (3) business days after it has been deposited in the
United States mail. For purposes of communicating these time frames, weekends and
federal, state, religious, County of Los Angeles or Agency holidays shall be excluded.
14. Entire Agreement. This Agreement, including any other documents incorporated herein
by specific reference, represents the entire and integrated agreement between the City
and Contractor. This Agreement supersedes all prior oral or written negotiations,
representations or agreements. This Agreement may not be amended, nor any
provision or breach hereof waived, except in a writing signed by the parties which
expressly refers to this Agreement.
15. Governing Law and Venue. The validity, interpretation, and performance of this
Agreement shall be controlled by and construed under the laws of the State of California.
Venue for any action relating to this Agreement shall be in the Los Angeles County
Superior Court.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by and through the
signatures of their duly authorized representatives the day and year as above written.
THE CITY:
U�— --
Mayor
ATTEST: -•y3
By: &&�
J I
City Clerk
86876-0001 \1140984v2.doc
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CONTRACTOR:
By:
AsC-f SF6N,- 5��.y
7
F-ITSHIMMUNA"MA,
State of California
County of _ Orange
On June 10, 2009 —T before me, Leslie Cleveland Notary Public
(insert name and title of the officer)
personally appeared Rodney Mathis and Valerie Bruno _
who proved to me on the basis of satisfactory evidence to be the persons) whose name(s) Flare
subscribed to the within instrument and acknowledged to me that U/s /they executed the same in
W/tW/their authorized capacity(ies), and that by W/ter/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the pers on(s) acted, executed the instrument.
Attached to City of Rancho Palos Verdes Agreement for Traffic Signal
Maintenance for Fiscal Years 2009-2010, 2010-2011, 2011-2012.
THIS |SINSTRUCTION ONLY —|T|GNOT TOBESIGNED [)RUSED |NCONJUNCTION
WITH THE AGREEMENT ORANY OTHER FORMS THAT MUST BETURNED INTO THE
CITY C)FRANCHO PALCJOVERDES—|T|8SIMPLY AFORMAT TOUSE WHEN FILLING
OUT DOCUMENTS.
1. Bv an Individual.The individual must sign the instrument, and ifhe/she iwdoing
business under a fictitious h fictitious be set forth.
2. By a Partnership.The name ofthe partnership must beset forth followed bythe
signatures of less than all of the partners will be acceptable only if submitted with evidence of
authority |nact nnbehalf nfthe partnership. The signatures must be acknowledged before a
Nota!y Public, using the proper form of acknowledgmen .
3. By a Corporation. The name of the corporation must boset forth, followed by the
signatures of the President or Vice President and Secretary or Assistant Secretary. The
signatures must be acknowledg ,,d before a Notary Public, using in substance the follo�h�form
of acknowledgment.
4 The name ofthe surety must be set forth, followed by thorized
signature,
ofmcknovxedqnnent.
STATE OF
)ss.
COUNTY OF
On 2D0g.before me, the undersigned, appea,odhnpwnhomeb/bmYhm
President or Vice President and known to be to be the Secretary or Assistant Secretary of the
corporation that executed the within instrument, and acknowledged to me that such corporation
executed the within instrument pursuant to its by-laws or a resolution of its City Council.
WITNESS my signature and seal.
Notary Public
R8870-0001\1140904v2.dnn C-4
Exhibit "B": Insurance Requirements for City
of Rancho Palos Verdes Public Works Contract
The Contractor shall at all time during the term of this Agreement carry, maintain, and keep in
full force and effect, with an insurance company admitted to do business in California and
approved by the City: (1) a policy or policies of broad -form comprehensive general liability
insurance with minimum limits of $5,000,000.00 combined single limit coverage against any
injury, death, lose, or damage as a result of wrongful or negligent acts by the Contractor, its
officers, employees, agents, and independent contractors in performance of services under this
Agreement; (2) property damage insurance with a minimum limit of $1,000,000.00; (3)
automotive liability insurance with a minimum combined single limits coverage of $6,000,000.00;
and (4) workers' compensation insurance with a minimum limit of $1,000,000.00 or the amount
required by law, whichever is greater. The City, its officers, employees, attorneys, and
volunteers shall be named as additional insureds on the policy(ies) as to comprehensive
general liability, property damage, and workers' compensation coverages.
Acceptable insurance coverage shall be placed with carriers admitted to write
insurance in California, or carriers with a rating of, or equivalent to, A:VII by A.M.
Best & Company. Any deviation from this rule shall require specific approval, in
writing, from the City.
2. All insurance policies shall provide that the insurance coverage shall not be non -
renewed, canceled, reduced, or otherwise modified (except through addition of
additional insured to the policy) by the insurance carrier without the insurance
carrier giving the City thirty (30) days prior written notice thereof. The Contractor
agrees that it will not cancel, reduce or otherwise modify said insurance
coverage.
3. The Contractor agrees that if it does not keep the aforesaid insurance in full force
and effect, and such insurance is available at a reasonable cost, the City may
take out the necessary insurance and pay the premium thereon, and the
repayment thereof shall be deemed an obligation of the Contractor and the cost
of such insurance may be deducted, at the option of the City, from payments due
the Contractor.
4. The Contractor shall submit to the City (1) insurance certificates indicating
compliance with the minimum workers' compensation insurance requirements
above, and (2) insurance policy endorsements above, not less than one (1) day
prior to beginning of performance under this Agreement. Endorsements must be
executed on the City's appropriate standard forms entitled "Additional Insured
Endorsement," copies of which are attached hereto.
86876-000111140984v2.doc C-5
W
EXECUTED IN DUPLICATE
Bood No. LPM7609166
Premium: $723.00
Exhibit PA NT BOND
(LABOR AND MATERIALS)
KNOW 4L PE8S0$13Y THESE PRESENTS that:
WHEREAS the: GITY OF RANCHO PALO
SVEADEC jty'),has.awardedlo
-,—Econolite Traffic Engineering and Maintenance, Inc.
3360 E. La Palma Avenue
-and
('Princippl"), a contract (the "Contracts) for the, work door.4bo.0 as follows:
Traffic Signal Maintenance Fhstdl Yoges 209.94010, 2010-20111 & 2011-2012
WHEREAS, Prjnpipal is required under the terms of the C
onirgdj-'Ond the Opi.1fornia Olyll Code
to. secure the Payment of claims of laborers, mech6h!bs, material Men, and bthib I rperzons as
provided by law.
NOW, THEREFORE, we, the undersigned Principal, and
Videlitv and Denosit Comnanv of t
of S'ur'ety)
(*Surety") a duly admitted surety lrts;mrer under the laws of the State of Galitbolla, as Surety, are
hold and firmly bWnd unto the City rri the P6601 1W In of
Forty -Eight Thousand One Hundred Eighty-Ei2ht and N /,100
Q Dollars
($ 4 8 . 18 Q. 0 (L ---_ ;Tm�ountbejng not less than the total cbftfl aot prude, ih lawful
money 6f -n�-Jfi�d tor the payment)df which surnwell nd" ly b de
ei trif to e Ma
we bund .* D.um6tvbsjour fteirs, r.,go.cotprs rt and
severally; Vrr�ly- by thio.Vio pr -00 , nW. , , a0ministratprs, suc;o"sors, ond onigm jai lt�y a
THE CONDITION OF THIS OBLIGATION IS SUCH THATe.Otino.ipal, his
Iffhe hereby boind.0 I
her or its heirs, exeWtut,s adMinisirafbhs, si000."i'sors or 9tsigns, or tubt*itolews shall fall to
pay any of the persdnsriArtf6d, -ift S60bh 3.181 of the. Callforbia Civil Code, ver any amounts due
under the Unernploymenl: lngqMnpie Code w1th resect to work or IgbioT p-0
i Orffiedunder the
Contract, or for any -amounts, reguliroa. to. b.,6 doduMd$ withheld, am paid over. tathe
EfnpJoy%ehl Development Department from the wogeo of employees 6f`jbg.f>dncJpaI and
subconimpiors pinvont.. to SOW, 00 i�* of Whibrnpikyrrient IntLiMhee, 06de, with respect
to Work or labor peftiffiad under the Contract;, the Surety will pay forthe sane In an amount not
exceeding the p 1P
penal spotifi 0 in this. bond; otherwise, thi's obljijollon shall become npll and
Void.
This bond shall InrL�1relo-Jho tmnefitaf any of the person,$ namedin '"
.Mqg -3181 of the
California QiVj . I Codo 86 at to give A tight bf action to Such persons or thibirt-ssigns In any suit
brought upon the bond. Ila P -4s I Q suit fs�� brought upon this bond surety further ogtaes to pay p.11
court cost . s and reasonable 0 an amount �(omoys'f 'n 004 by the court.
R8876-000111 140094.0-,doo C-6
11
Further, the Surety, for value reedived, hereby stipulates and agrees that no change; extension
of tirne, alteration, addition or mod ifice0on
1bthetermisoftho
performed thereunder, or the specifications for the same, shall in any Way Odd its obligations,
under this bond, and It doeshereby waive notice of,my such change, extension. of. Time,
altpre(rlon. addition, or modification to the t6rft of the Contfadt or to the Wofor to the
'tPk6fidotfoh6 hoteUnder. Surety hereby waives the provisions of California Civil Code -2845 and
2849.
IN WITNESS WHEREOF, 1W6 (2) identical coun
for all purposos be doomed an original har
. -of,
Surety, off the dale sat forlhbofom the name of
thesO y presents duly signed by its undersigned r(
goverrOg body.
Dated* June 11, 2009
'Principal"
1i Opg'l"
Econolite Traffic Engineering
and Maintenanoe—Inc.
By:
Its
By.
Its
APPANO AS. TO.SURETY AND
PRIN01PAL .-AMOUNT
By.
insurance Administrator
terparts,of this Instrument, eald1hof. Which shall
have been do
),y executed by H1401001 ghd
each coirpotate party being hef-eto affixed and
presentotive(s) pprsuant to sothotity of its
'Surety,
Fidelity and Deposit
.Com-oany of Max land
gnyi Adriana Va zuela
IW Attorney-in-Fact—
By:
its
{.Seal)Seal)
Note: This bond Oust be O-Veoutod In atipfic&6 and dated, and all signatures must be notarized,
R6876-0001\11461 �64VMOC
C�7
12
State of California
County of Orange
On June 11, 2009 before me, Leslie Cleveland Notary Public
(insert name and title of the officer)
personally appeared Rodney Mathis _ _
who proved to me on the basis of satisfactory evidence to be the pers on(w whose name(jo is/
subscribed to the within instrument and acknowledged to m e that hei"eltRre'y executed the same in
his/t*/ Cr authorized capacity(W), and that by his/tX</t r signatureX on the instrument the
personm, or the entity upon behalf of which the pers on(N acted, executed the instrument,
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.U" CW4
ttol
Ila ►ire, rt2
Signature ,140 h > (Seal)
Attached to City of Rancho Palos Verdes Exhibit C Payment Bond for Labor
and Materials. Bond #LPM7609166 for $723.00 premium.
13
State of California
County of ___ __ Orange
On June 11, 2009 before me, Susan Ponsell, Notary Public
(insert name and title of the officer)
personally appeared __. _—__ Adriana Valenzuela
who proved to me on the basis of satisfactory evidence to be the persori(jwhose name(.$) is/4re-
subscribed to the within instrument and acknowledged to me that hetshelt�6y executed the same in
,j3W5 er/fir authorized capacity.(ieg), and that bye%her/tWr signature{ on the instrument the
person,(a); or the entity upon behalf of which the person( acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
� it,
` A A A A AAA A
WITNESS m hand and official seal. SUSt+N P 17 41
y COMM, id 1734814 0
NOTARYPUBL{C-CALIFORNIA
C7 ORANGE COUNTY
J My Cammia�ion tx>y+na /Anrti2�, 1011
Signature _ .__._ l�_5�..' _ (Seal)
14
PowerFIDELITY AND DEPOSIT COMPANY OF MARYLANI
KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a
corporation of the State of Maryland, by THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY,
Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By -Law id Company, which are
set forth on the reverse side hereof and are hereby certified to be in full force and c 'f' t d1l roof, does hereby
nominate, constitute and appoint Adriana VALENZUELA, of Fullerto t i e vful agent and
Attorney -in -Fact, to make, execute, seal and deliver, for, and y t� ° i0c`leed: any and all
bonds and undertakings, and the execution of suc b •in t I ese presents, shall be as
binding upon said Company, as fully an is ' i ey had been duly executed and
acknowledged by the regulars 11, �e rlts ice in Baltimore, Md., in their own proper persons.
The said Assistant
set forth on the reverse side hereof is a true copy of Article VI,
Section 2, of the By-Iwlvs` tff _vd4s'fiow in force.
IN WITNESSW o rc said Vice -President and Assistant Secretary have hereunto subscribed their names and
affixed the Corporate ea of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of August,
A.D. 2008,
ATTEST:
*rc rotrps�,
toov
ao
Gregory E. Murray Assistan! Secretary
State of Maryland ss;
City of Baltimore
By:
Theodore G. Martinez
On this 6th day of August, A.D. 2008, before the subscriber, a Notary Public of the State of Maryland, duly
commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and GREGORY E. MURRAY, Assistant
Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals
and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same,
and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company
aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said
Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority
and direction of the said Corporation.
IN TESTIMONY WHEREOF, 1 have hereunto set my hand and affixed my Official Seal the day and year first above
written.
POA -F 012-4152G
y u+A'
JJJill
Constance A. Dunn Notary Public
My Commission Expires: July 14, 2011
15
Exhibit "E": AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS
[Labor Code Sections 1720, 1773.8,1775, 1776, 1777.5, 1813, 1860, 1861, 37001
The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with
the following provisions of California law:
1. Contractor acknowledges that this contract is subject to the provisions of Division
2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to
public works and the awarding public agency ("Agency") and agrees to be bound by all the
provisions thereof as though set forth in full herein.
2. Contractor agrees to comply with the provisions of California Labor Code Section
1773.8, which requires the payment of travel and subsistence payments to each worker needed
to execute the work to the extent required by law.
3. Contractor agrees to comply with the provisions of California Labor Code
Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and
the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the
Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for
each worker paid less than the prevailing rates as determined by the Director of Industrial
Relations for the work or craft in which the worker is employed for any public work done under
the contract by Contractor or by any subcontractor.
4. Contractor agrees to comply with the provisions of California Labor Code Section
1776 which require Contractor and each subcontractor to (1) keep accurate payroll records, (2)
certify and make such payroll records available for inspection as provided by Section 1776, and
(3) inform the Agency of the location of the records. The Contractor is responsible for
compliance with Section 1776 by itself and all of its subcontractors.
5, Contractor agrees to comply with the provisions of California Labor Code Section
1777.5 concerning employing apprentices on public works projects, and states Contractor is
responsible for compliance with Section 1777.5 by itself and all of its subcontractors.
6. Contractor agrees to comply with the provisions of California Labor Code Section
1813 concerning penalties for workers who work excess hours. The Contractor shall, as a
penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the
execution of the contract by the Contractor or by any subcontractor for each calendar day during
which such worker is required or permitted to work more than eight (8) hours in any one
calendar day and forty (40) hours in any one calendar week in violation of the provisions of
Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.
7. California Labor Code Sections 1860 and 3700 provide that every contractor will
be required to secure the payment of compensation to its employees. In accordance with the
provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require every
employer to be insured against liability for workers' compensation or to undertake self-
insurance in accordance with the provisions of that code, and I will comply with such
provisions before commencing the performance of the work of this contract."
Date °_�_ Signature
9-� s
R6876-0001 \1140984v2.doc C-9
16
State of California
County of __ Orange
On June 10, 2009 before me, Leslie Cleveland Notary Public
(insert name and title of the officer)
personally appeared Rodney Mathis and Valerie Bruno
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)X/are
subscribed to the within instrument and acknowledged to me that W$t''e/they executed the same in
his/her/their authorized capacity(ies), and that by �A/fir/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the pers on(s) acted, executed the instrument.
Attached to City of Rancho Palos Verdes Bxhibit R Agreement to Comply
with California Labor Law Requirements.
17
Contract/Agreement/License/Permit No. or description:
Indemnitor(s) (list all names):
To the fullest extent permitted by law, Indemnitor hereby agrees, at its sole cost and expense, to
defend, protect, indemnify, and hold harmless the City of Rancho Palos Verdes and its elected
officials, officers, attorneys, agents, employees, volunteers, successors, and assigns
(collectively "Indemnitees") from and against any and all damages, costs, expenses, liabilities,
claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and
losses of any nature whatsoever, including fees of accountants, attorneys, or other
professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to
arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure
to act, error, or omission of Indemnitor or any of its officers, agents, servants, employees,
subcontractors, material men, suppliers or their officers, agents, servants or employees, arising
or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to
the above -referenced contract, agreement, license, or permit (the "Agreement") or the
performance or failure to perform any term, provision, covenant, or condition of the Agreement,
including this indemnity provision. This indemnity provision is effective regardless of any prior,
concurrent, or subsequent active or passive negligence by Indemnitees and shall operate to
fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive
the termination of the Agreement and is in addition to any other rights or remedies which
Indemnitees may have under the law. Payment is not required as a condition precedent to an
Indemnitee's right to recover under this indemnity provision, and an entry of judgment against
an Indemnitee shall be conclusive in favor of the Indemnitee's right to recover under this
indemnity provision. Indemnitor shall pay Indemnitees for any attorney's fees and costs incurred
in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this
instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful
misconduct to the limited extent that the underlying Agreement is subject to Civil Code 2782(a)
or (b) the contracting public agency's active negligence to the limited extent that the underlying
Agreement is subject to Civil Code 2782(b). This indemnity is effective without reference to the
existence or applicability of any insurance coverages which may have been required under the
Agreement or any additional insured endorsements which may extend to Indemnitees.
Indemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all
rights of subrogation and contribution against the Indemnitees, while acting within the scope of
their duties, from all claims, losses and liabilities arising out of or incident to activities or
operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or
subsequent active or passive negligence by the Indemnitees.
In the event there is more than one person or entity named in the Agreement as an Indemnitor,
all obligations, liabilities, covenants and conditions in this instrument shall be joint and several.
"Indemnitor"
Name64,IJ Ll 7-6 JJU F'=1C_ E)J61AJ :t- Pk Name q4ldle cl re TOr~r=ic o\J6WE&-)6tA)C-�
By: W-- By:1� l
Its I(�'�- - ItsaOA)11_40J
w�
R6876-0001\1 140984v2.doc C-10
State of California
County of Orange
On June 1.0, 2009
r
beforeme, Leslie Cleveland Notary Public
(insert name and title of the officer)
personally appeared JRodney Mathis and Valerie Bruno
who proved to me on the basis of satisfactory evidence to be the persons) whose name(s) Mare
subscribed to the within instrument and acknowledged to me that lIhey executed the same in
his/her/their authorized capacity(ies), and that by WlDe�/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the pers on(s) acted, executed the instrument.
Attached to City of Rancho Palos Verdes Exhibit F Indemnification and
Hold Harmless Agreement and Waiver of Subrogation and Contribution.
19
r
20
RANCHO PALOS VERDES
OFFICE OF THF CITY CLERK
September 13, 2012
Rodney Mathis, President
Aegis ITS, Inc., an Econolite Group Company
3360 E. La Palma Avenue
Anaheim, CA 92806-2856
Subject: First Amendment to the Traffic Signal Maintenance FY 09-10, FY 10-11, &
FY 11-12 Agreement
Dear Mr. Mathis:
Enclosed is a fully executed copy of the above referred to agreement that was approved
by the City Council at its March 20, 2012 meeting.
If you have any questions about this agreement, please contact Nicole Jules of our
Public Works Department at (310) 544-5252.
Yours very truly,
Carla Morreale
City Clerk
cc: Nicole Jules, Senior Engineer (with attachment)
WACONTRACTNI-etters-transmittal for agmts & contra cts\2012\Aegis ITS, Inc.doc
(j I! v\ 111, 11'-1 11'� I„1 I VARD / NMI� HO 'AM!' \11 RL)""', ( V\ 902/5 �391 / G3101 514 5,/1 A X (;)10) 5441,,,d9 I/ VvVA,\TA101,\1i Klks(�omlf,-V
I I L u ()[ i 1�[(;Ycl I o
21
L
AA44
First Amendment to Agreement between
es and
" City i . f, R
EconoliteTrafficiand Maintenance,
This agreement is an amendment to the Traffic Signal Maintenance Fiscal Years
2009 — 2010, 2010 — 2011, 2011 — 2012 agreement between the City of Rancho Palos
Verdes ("City") and Econolite Traffic Engineering and Maintenance, Inc. ("Contractor"),
dated July 1, 2009 ("Agreement"). This amendment to the Agreement is effective as of
March 20, 2012 and is being made to change the name of the Contractor upon its request.
Section 1. The introductory paragraph of the Agreement is hereby amended to
read as follows:
"This Agreement is made and entered this 1st day of July, 2009, by and between
the City of Rancho Palos Verdes (hereinafter referred to as "City") and Aegis ITS, Inc.,
an Econolite Group Company (hereinafter referred to as "Contractor")."
Section 2. The Contractor's address for purposes of notice, which is set forth
in Section 13 of the Agreement, is hereby amended to read as follows:
"Aegis ITS, Inc., an Econolite Group Company
3360 E. La Palma Avenue
Anaheim, California 92806-2856"
Section 3. The signature box of the Agreement shall remain the same, and all
signatures shall remain valid and binding, except that the Contractor's name is hereby
amended to "Aegis ITS, Inc., an Econolite Group Company."
Section 4. The signature box of Exhibit "F": Indemnification and Hold Harmless
Agreement and Waiver of Subrogation and Contribution shall remain the same, and all
signatures shall remain valid and binding, except that the Contractor's name, written
twice, is hereby amended to "Aegis ITS, Inc., an Econolite Group Company."
Section 5. Except as expressly amended by this amendment to the
Agreement, all of the other provisions of the Agreement, including any incorporated
documents, shall remain in full force and effect as written in the Agreement.
[Signatures continued on next page.]
R6876-0001\1349509v1.doc
M
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
R6876-0001113495090.doc
mrsimm , , M1UXIMIM111
Company ("Contractor')
Signature:
Printed Name:
Title:
Signature:
Printed Name: (00", t
Title:
The City of Rancho Palos Verdes
("City")
By:
Mayor
23
24
G1TVOF RANCHO [--�ALOS VERDES
August 14, 2013
Rodney Mathis, President
Aegis ITS, Inc,
3360 E. La Palma Avenue
Anaheim, CA 92806-2856
Subject: Second & Third Amendments to the Traffic Signal Maintenance
Agreement
Dear Mr. Mathis:
Enclosed is a fully executed copy of the above referred to second amendment to the
agreement that was approved by the City Council at its September 18, 2012 meeting.
Also enclosed, is a fully executed copy of the above referred to third amendment to the
agreement that was approved by the City Council at its July 16, 2013 meeting.
If you have any questions about this agreement, please contact Nicole Jules of our
Public Works Department at (310) 544-5252.
Yours very truly,
Carla Morreale
City Clerk
cc: Nicole Jules (with attachments)
WACONTRACTlefters-transmittal for agmts & contracts120131Aegis ITS, Inc (2nd and 3rd Amendments),doc
I H I mu� 'cnmli7[)v
,�OPIMIIAVVIIIQRM B-CY11WARD"RA GH01';Q()�-\/ \ VVWVV1 111N
25
LA1,1!
Second Amendment to Agreement between
the City of Rancho Palos Verdes and Aegis ITS, Inc.
This agreement is an amendment ("Amendment") to the traffic signal maintenance
agreement between the City of Rancho Palos Verdes ("CITY") and Aegis ITS, Inc.
("CONTRACTOR"), dated July 1, 2009 ("Agreement'). This Amendment is effective as of
September 19, 2012 and is being made to extend the term of the Agreement for one year.
Section 1. Section 2 of the Agreement is hereby amended to read as follows:
"This Agreement shall commence on September 19, 2012 and shall terminate on
June 30, 2013, unless sooner terminated pursuant to Article 4 of this Agreement.
Additionally, there shall be two (2) one-year options to renew the Agreement with the
mutual written consent of both parties."
Section 2. Except as expressly amended by this amendment to the
Agreement, all of the other provisions of the Agreement shall remain in full force and
effect as written in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.
Dated i ca
86878-0001\1349509v1.doc
ATS, INC.
(CONT CTOR")
M
By:
Printed
Titic
M
Title:t
[Signatures continued on next page.]
26
CITY OF RANCHO PALOS VERDES
("CITY')
By: (:i -S -L
Mayor
ATTEST:
By: &/ ,13
City Clerk
R6876.000111349509vi.doc
WA
s
Y
C
� r
AmendmentThird • Agreement
the City of Rancho Palos Verdes and Aegis ITS, Inc.
re�311
This agreement is an amendment ("Amendment") to the traffic signal maintenance
agreement between the City of Rancho Palos Verdes ("City") and Aegis ITS, Inc,
("Contractor"), dated July 1, 2009 ("Agreement"). This Amendment is made and entered
this 161h day of July, 2013.
WHEREAS, the Agreement was originally for a three year term with up to three one-
year extensions;
WHEREAS, the first amendment to the Agreement amended the Contractor's name
upon its request;
WHEREAS, the second amendment to the Agreement extended the term of the
Agreement by one year; and
WHEREAS, the City and Contractor now wish to extend the term of the Agreement
by one more year.
§ection 1. Section 2 of the Agreement is hereby amended to read as follows:
"Term. The term of this Agreement shall commence on July 2, 2009, and shall
terminate on June 30, 2014, unless sooner terminated pursuant to Article 4 of this
Agreement. Additionally, there shall be one (1) one-year option to renew the
Agreement with the mutual written consent of both parties."
Section 2. Except as expressly amended by this amendment to the
Agreement, all of the other provisions of the Agreement shall remain in full force and
effect as written in the Agreement.
[Continued on next page]
86676-00011159775M.doc
29
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.
Dated: A' 11 -L 7-0 ( 5 -
ATTEST:
City Clerk
R6876-000111 59776M.doc
AEGIS ITS, INC.
("CpCTOR`)
B Y: . 7i; I
Printed S /%CLja
Title:
01
Printed Name:
CITY OF RANCHO PAL OS VERDES
('CITY')
By: ce",
Mayoy
30
y
31
Ir lam
CITYOFL RANCHO PALOSVRDES
OFFICE OF THE CITY CLERK
Rodney Mathis, President
Aegis ITS, Inc.
3360 E. La Palma Avenue
Anaheim. CA 92806-2856
Subject: Fourth Amendment to the Traffic Signal Maintenance Agreement
Dear Mr. Mathis:
Enclosed is a fully executed copy of the above referred to fourth amendment to the
agreement that was approved by the City Council at its July 15, 2014 meeting.
If you have any questions about this agreement, please contact Nicole Jules of our
Public Works Department at (310) 544-5275.
Carla Morreale
City Clerk
cc: Nicole Jules (with attachment)
WAContractsXLetters-transmittal for agmts & contractsX20141Aegis ITS, Inc.doc
30940 HAWTHORNE BLvD. / RANCHO 13ALOS VERDES, CA 90275-5391 / (310) 544-5208 / FAX (310) 544-5291 / WWWPALOSVEIZDES.COM/RPV
I
V".i PRINTED ON RECYCLED PAPER
32
Fourth Amendment to Agreement between
LA the City of Rancho Palos Verdes and Aegis ITS, Inc.
This agreement is an amendment ("Amendment") to the traffic signal maintenance
agreement between the City of Rancho Palos Verdes ("City") and Aegis ITS, Inc.
("Contractor"), dated July 1, 2009 ("Agreement"). This Amendment is made and entered
this 16th day of July, 2014.
WHEREAS, the Agreement was originally fora three year term with up to three one-
year extensions;
WHEREAS, the first amendment to the Agreement amended the Contractor's name
upon its request;
WHEREAS, the second amendment to the Agreement extended the term of the
Agreement by one year;
WHEREAS , the third amendment to the Agreement extended the term of the
Agreement by one year; and
WHEREAS, the City and Contractor now wish to extend the term of the Agreement
by one more year.
Section 1. Section 2 of the Agreement is hereby amended to read as follows:
"Term. The term of this Agreement shall commence on July 2, 2009, and shall
terminate on June 30, 2015, unless sooner terminated pursuant to Article 4 of this
Agreement."
Section 2. Except as expressly amended by this amendment to the
Agreement, all of the other provisions of the Agreement shall remain in full force and
effect as written in the Agreement.
[Continued on next page]
86976-0001\1597752v2.doc
99,
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.
Dated: 'i P i S, INC.
7(C"CONTRAOR")
Gam -
Printed Name:L"'An,1,1 c r`�
Title: LX4 , 1\4e__ n A n Ge i.� p QJ1ia f X 9 a (C'i
Printed Name: -J
Title: C__\f C
CITY OF RANCHO PALOS VERDES
("CITY")
Y:
ayor
ATTEST'.
by:
City Glerk
R6676-000111597752v2.doc
34
35
Attachment F
LAA4 Fifth Amendment to Agreement between
The City of Rancho Palos Verdes
and Aegis, ITS, Inc.
This agreement is the Fifth Amendment to the Traffic Signal Maintenance
Agreement between the City of Rancho Palos Verdes ("CITY") and Aegis, ITS, Inc.,
formerly Econolite Traffic Engineering and Maintenance, Inc. ("CONTRACTOR"), dated
July 1, 2009 ("Agreement'). The First Amendment, which was effective March 20, 2012,
authorized the name change to Aegis, ITS, Inc. The Second Amendment, which was
effective September 19, 2012, extended the term of the Agreement for one year. The
Third Amendment, which was effective July 16, 2013, extended the term by an additional
year. The Fourth Amendment, which was effective July 16, 2014, extended the term by
an additional year. This Fifth Amendment is effective as of July 8, 2015 and is being
made to extend the term of the Agreement for one additional year.
Section 1. Section 2 of the Agreement is hereby amended to read as follows:
"This Agreement shall commence on July 1, 2009 and shall expire on June 30,
2016, unless sooner terminated pursuant to Section 7 of this Agreement."
Section 2. Except as expressly amended by this Fifth Amendment, all of the
provisions of the Agreement, as previously amended by the First, Second, Third, and
Fourth Amendments, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment
as of the date and year first above written.
ATTEST:
am
City Clerk
CITY OF RANCHO PALOS VERDES
("CITY")
Mayor
AEGIS, ITS, INC.
("CONTRACTOR")
0
Signature:
Printed Name:
Title:
Signature:
Printed Name:
Title:
37