RPVCCA_CC_SR_2014_07_15_J_AEGIS_ Fourth_Amendment_to_AgreementCITY OF RANCHO PALOS VERDES
MEMORANDUM
TO:
FROM:
DATE:
SUBJECT:
REVIEWED:
Project Manager:
HONORABLE MAYOR & CITY COUNCIL MEMBERS
MICHAEL THRONE, P.E., DIRECTOR OF PUBLIC WORKS /;{)
JULY 15, 2014
APPROVE THE FOURTH AMENDMENT TO THE
AGREEMENT WITH AEGIS, ITS, INC. (In Support of
2014 City Council Goal #5: Government Efficiency,
Fiscal Control and Transparency).
CAROLYN PETRU, ACTING CITY MANAGER@)
Nicole Jules, Deputy Public Works Director '1"tQ
RECOMMENDATIONS:
1) Approve the Fourth Amendment to the agreement for one fiscal year effective
July 16, 2014 through June 30, 2015, with Aegis ITS, Inc. formerly Econolite
Traffic Engineering and Maintenance, Inc. for Traffic Signal Maintenance
Services in an amount not to exceed $85,000.
2) Authorize the Mayor and City Clerk to execute the Fourth Amendment to the
Agreement between the City of Rancho Palos Verdes and Aegis, ITS, Inc.
formerly Econolite Traffic Engineering and Maintenance, Inc. allowing an
extension to the term of the agreement to June 30, 2015.
BACKGROUND
On June 14, 2009, the City awarded a contract to Econolite Traffic Engineering and
Maintenance, Inc. for traffic signal maintenance services. The contract had an initial
term of three years with three (3) one year extensions to the contract. Last year, the
Council approved a one-year extension of the existing agreement.
DISCUSSION
Aegis, ITS, Inc. performs traffic signal maintenance services on the City's 21 traffic
control devices, which includes flashing beacons and pedestrian crossings. Due to the
superior service provided by Aegis, ITS, Inc. it is recommended that a one-year and
final extension is granted in accordance with the approved agreement on file.
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CONCLUSION
Staff recommends approving the Fourth Amendment to Aegis, ITS, Inc. for Traffic
Signal maintenance. Adopting staff's recommendation will ensure the City's traffic
control devices are in good condition and operating effectively.
In March 2012, the City Council approved the first amendment to the contract,
authorizing a name change to Aegis, ITS. The original contract had an initial term of
three years with the possibility of three (3) one-year extensions . The original term of the
contract expired June 30, 2012. The Fourth Amendment to Aegis , ITS, Inc., for traffic
signal maintenance extends the original agreement for the period of one year from July
1, 2014 to June 30, 2015.
FISCAL IMPACT
The rates have not changed from the first three years of the contract, however, the
contract amount has increased since the City is now responsible for maintaining certain
traffic signals along Indian Peak Road and Silver Spur Road with the March 2010
expiration of the 30-year jurisdictional agreement with the City of Rolling Hills Estates.
The FY14-15 Traffic Signal Maintenance budget program is sufficient to cover the
approved expenditure.
Attachments:
Attachment A: Econolite Traffic Engineering and Maintenance, Inc. original agreement
Attachment B: First Amendment to Econolite Traffic Engineering and Maintenance, Inc.
Attachment C: Second Amendment to Aegis, ITS, Inc.
Attachment D: Third Amendment to Aegis, ITS, Inc.
Attachment E: Fourth Amendment to Aegis, ITS, Inc.
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ATTACHMENT A
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CITY OF
August 6, 2009
Rodney Mathis, President
Econolite Traffic Engineering & Maintenance, Inc.
3360 E. La Palma Avenue
Anaheim, CA 92806
RANCHO PALOS VERDES
OFFICE OFTHE CITY CLERI<
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)
G:\CONTRACT\Letters-transmittal for agmts & contracts\2009\Econolite Traffic Engineering.doc
30940 HAWTHORNE BOULEVARD/ l~ANCHO IJALOS VERDES. CA 90275-5391 / (310) 544-5217 I FAX (310) 544-5291 / WWWJ'ALOSVrnDES.COM/RPV
Pl<INTED ON RECYCLED PAPER J-4
'. ·' ..
CITY OF RANCHO PALOS VERDES AGREEMENT FOR TRAFFIC SIGNAL MAINTENANCE
FOR FISCAL YEARS 2009-2010, 2010-2011, 2011-2012
This Agreement is made and entered this / day of J',.Ay , 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.
5. 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\1140984v2.doc C-1 J-5
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 Compensat ion 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 "-lnsurance 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"-lndemnification 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 "!"-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.
R6876-0001\1140984v2 .doc C-2 J-6
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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 :
ATTEST :
City Clerk
R6876-0001\1140984v2 .doc C-3 J-7
State of California
County of Orange
ACKNOWLEDGMENT
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 pers on(s) whose name(s) ~are
subscribed to the within instrument and acknowledged tome that ~/s~/they executed the same in
~/f)Ef/their authorized capacity(ies), and that by ~/~/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the pers on(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
•
----LE-ll.ii-CLIYit.AW;
1 •1
6 COINNHIDft • 11'1-i ....., Malo. ca1111• I
Ofal .. CCMllllW • 1 ~eanm .~Mcwe_.2011 I Signature ~P fi.u1tf411d J {Seal)
Attached to City of Rancho Palos Verdes Agreement for Traffic Signal
Maintenance for Fiscal Years 2009-2010, 2010-2011, 2011-2012.
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Exhibit "A": CITY OF RANCHO PALOS VERDES
INSTRUCTIONS FOR EXECUTION OF INSTRUMENTS
THIS IS INSTRUCTION ONLY -IT IS NOT TO BE SIGNED OR USED IN CONJUNCTION
WITH THE AGREEMENT OR ANY OTHER FORMS THAT MUST BE TURNED INTO THE
CITY OF RANCHO PALOS VERDES -IT IS SIMPLY A FORMAT TO USE WHEN FILLING
OUT DOCUMENTS.
1. Bv an Individual. The individual must sign the instrument, and if he/she is doing
business under a fictitious name, the fictitious name must be set forth. The signature must be
acknowledged before a Notary Public, using the proper form of acknowledgment.
2. By a Partnership. The name of the partnership must be set forth followed by the
signatures of less than all of the partners will be acceptable only if submitted with evidence of
authority to act on behalf of the partnership. The signatures must be acknowledged before a
Notary Public, using the proper form of acknowledgment.
3. By a Corporation. The name of the corporation must be set forth, followed by the
signatures of the President or Vice President and Secretary or Assistant Secretary. The
signatures must be acknowledged before a Notary Public, using in substance the following form
of acknowledgment.
4. By a Surety. The name of the surety must be set forth, followed by an authorized
signature. The signatures must be acknowledged before a Notary Public, using the proper form
of acknowledgment.
STATE OF~~~~~~~-)
) SS .
COUNTY OF _______ )
On , 2009, before me, the undersigned, appeared known to me to be the
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
(Seal)
R6876-0001\1140984v2.doc C-4 J-9
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 $5,000,000.00;
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.
1 . Acceptable insurance coverage shall be placed with carriers admitted to write
insurance in California, or carriers with a rating of, or equivalent to, A:Vll 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.
R6876-0001\1140984v2 .doc C-5 J-10
EXECUTED IN DUPLICATE
~hf bit ••c··~ 'PAYMENT B.OND
(LABOR AND MATERIAtS)
KNOW A\.L P~.RSQNS .aY THESE. PRESENTS tha:t :
6011d.NQ. LPM7609166
Premium: $723.00
WHEREAS the: CJTY OF RANCH't:l PALO$ Vf$.,l)E>$' ("Clttt. tl~$: a.warded to
E conoli t e T raffic Engineering and Maintenance, Inc.
3360 E. La Palma Avenue
Anah eim, CA .9 2.806 . . . .
{Na trfe :arid ad&e.ss of'Contracitor)
("Principal"), a contract (the ''Contracfil) fpt the wo~ cie:scdbed a.$ follows:
Traffic Signal Maintenance Fiscal Years 2oos.;2010, 2010-.:2011 & 20f1 .. 2012
WHEREA$, Pdncipal is required under the te.m:ts of, th~ PPJ'1tf'S¢l ~nd (he C~Jifornla Civil Code
to: secur:e the ·p.ayrnent of claims of laborers, mechah'ics, m.aterial men, and other persons as
provided by law.
NOW, THERE'FdRt, We, the undersigned Principal, and _---:;---:----------
F i de l i t y and Deposit Company of Marylan d
8 01 N. Brand Blvd., PH Su ite , Glen da l e, CA 91203
(NJJfriB, ttad a ddress of Surety)
("S'urety") a duly admi tted surety in.~.t1re..r unqe.r th,e l~w~ of th.a State of C'<:lliTOtn{i:l. as Surety, are ·
held and firmly bound unto tne. City· in the penal sum of __ _
Forty-Eight Thousand One Hundred Eighty-Ei ght and ~_p /1 00 Dollars
($ 4 s. 10 s . o o ); tl'ii!i, $tn~uri't t>~fi:lg not le.ss than the totai' co.nlhtoi· pri:a e, in lawful
money or'the· Qriileti Sla~'.oi Ameti·ca, fOtlhe· payment..of whi.ch sum. Well ancNtl.fly. to b:e made,
we bi Md: :0utsetv.es 1 our heir~~ e.~ecut9.rs1. a<;lrninistratqrs, s~QG~.sspi-s, C!rJd. a§~ign~ jointly an·d
S'eXt¢rally; ffrriJIY by th~s:~ pf$S.:e:ot$. ·
THE CONDITION OF THlS OBLIGATION !S SUCH THAT~ lfthe here~y bQ.u.nd~o Pnn¢ipal, his,
her or Its heirs,. exect,1tots .• a'dmJotstr1:1tors, i>!J~e.es'so~· or as·s1gns. or &utioontr'aeto'fs shall fail fo
pay any of the persons named in Section .Ji 81 of-the · Califc5mia Civil Code1 er any amounts d4~
under the Unemploymenl lnsl!Jrance Cgd~ Wf~h resp¢ct to wqrk er l~:Qr l"ertotmed 1..1nder the
Contract. or fot any C1rnounts·requfred to b.'e d-e.d11C<1~d. withhela 1 and pai~ over to: the
Einploymeht Development DepartmenJ 'ff Pm the Wq_ge~ ef emplpy~s. Qf \h~f Principal .and
subcontractors p:t1ts.uant tQ' :Seatiot1 fS0.2'0 of the W:ne:mptoyment lns:ur~nee Code, with respect
to work at labotp.erfotmed Linde.tthe Contract; the Surety will pay forthe same In an amount not
exceeding the p~n~I ~t;trn SP~¢ifte~f fn f\11~ boncli dth~rwis.e, this obllg~tlon $hall become nu[I and
Void.
Th.ls bond shall lntlr!:}· to: (flt:} be:nafit' of c:Jn~ of the persons n~med in S.e:etkm 3;181 of the
California civii Gode so as to give a right of action to such pei-sons or theiNissigns in any suit
brought upon the bQnd . !.n case: sui( l$' orot)ght upon this bQnd; Sure.fy further c'll:gt~es to pay ;:ill
court cosfs and reason.able. ratfome.y$,1 fe¢s fn a.h ar:nount fi1t<ed by the court.
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Further, the Surety; for value received, hereb¥ stipulates and ~grees th~t no change, extension
of time, alteration, ad~ifam or modifiei:lti.\:111 fo the terms of the Contract, <Jr of the wotk to be.
Qerf6rme,d there.under:, or tt.ie s)jedfrcations for tl:ie same, shall ih any ··wa.y affeGt· its obligations;
under· this b.0no. ~rid Jt does· hereby waive nQtic.e of-any 'Sl.fC.h phang!=!, exten:skio . Qf time,
~1.le-reitrP.n. atld'ftt()n, :or mo·dttlc.atlon to thf3 term~: ~'f the. Contf~cf 6r to the-w.otk Of to. the
specificaffons here(J"ndet. Surety hereby waives the prQVisfon~ of Califqmia orvu Code 284.5 ;:ind
2&49.
IN WITNESSV\1,HEREOF, two (2) rdent1cal tountei:part.~ .of tllts i.nsirument, e&c.h.qfWhfeh $hall
for all purposes be deemed. ':'H original h~re:of. h~ve -bi:i~n dql y e);eeµted by Pnri:o·ipa:l ana
St.ire±yi (>Jl the date. s-et forth below.; the .na-rne of eaeh G'Orpofate party beinQ" flef.elo affixed and
these; presents di.Jly-sigp~Q by its undersigne<:!. repr~·semf~tTve(s~ pµrsijant to ~µt.ho.rit).1-Qflts.
gpv~irtg body.
Dated:-____ J_u_n_e_l_l_,'--2_0_0_9.--:..--'----
"Prjncipi;ll~
Econolite Traffic Engineering
and Maintenance, _Inc.
By:
Its
(Seal)
APPROVED AS. TO .SURETY ANo ·
PRlN:CIPAL AMOUNT
BY.~----------~ lnsurE!nce Administrator
"Surety"-
Fideli ty and Deposit
~ Attorney-in-Facit
By: ___________ _
Its
(Seal)
Note: T~js b,onct mustbe (tx(1tuled in dUpli&ate and dated, and all signatures must be noi'arized.
R6876-ooo 1\1't40-9tJ4v2,doc C-7
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State of California
County of Orange
On June 11, 2009
ACKNOWLEDGMENT
before me, Leslie Cleveland, Notary Public
(insert name and title of the officer)
personally appeared Ro dney Mathis ,
who proved to me on the basis of satisfactory evidence to be the person(~ whose nameW is/~
subscribed to the within instrument and acknowledged to me that he/~/~ executed the same in
his/!)&"/,!1le:tf authorized capacity{JeS), and that by his/t)'et/~ signatureca:J on the instrument the
person(){ or the entity upon behalf of which the person~ acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signatu re ~~be-lJRIJ/Jtudd (Seal)
Attached to City of Rancho Palos Verdes Exhibit C Payment Bond for Labor
and Materials. Bond #LPM7609166 for $723.00 premium.
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ACKNOWLEDGMENT
State of California
County of Orange
on ___ Ju_n_e_1 _1,_2_0_0_9 ___ before me, __ S_u_s_a_n_P_o_n_s_e_ll_, _N_o_ta_ry_P_u_b_li_c ___ _
(insert name and title of the officer)
personally appeared Adriana Valenzuela
who proved to me on the basis of satisfactory evidence to be the persop.(s) whose nam§.(.8-) is/ijre
subscribed to the within instrument and acknowledged to me that):1efshe/tpey executed the same in
J:Us1fler/Jt:iefr authorized capacity.{ieS), and that by..nls7her/t!Wlr signature{sYon the instrument the
personJ.sJ,.or the entity upon behalf of which the person.(8-)acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. ~ A ~ ~~~.A ,\ A SUSAN PON SELL A A~ z ' . COMM.# 1734814 (j)
:i: NOTARY PUBLIC ·CALIFORNIA ~
Cl ORANGE COUNTY ~
My Commiuton E;i_phu Mlfch 27, 2011 Signature ---~----"\--~-·-------(Seal)
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Power of Attorney
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
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 an~e fi t ItJ. c:Oi reof, does hereby
nominate, constitute and appoint Adriana VALENZUELA, of Fullerto i· ful agent and
Attorney-in-Fact, to make, execute , seal and deliver, for , and · · · ti "' eed : any and all
bonds and undertakings, and the execution of sue n 1 ese presents, shall be as
Q
binding upon said Company, as fully an , ~M~ ~ 1 ey had been duly executed and
acknowledged by the re g ular] i~~t ic e in Baltimore, Md., in their own proper persons.
The said Assistant r(3 ~~@~ct set forth on the reverse side hereof is a true copy of Article VI,
Section 2, of the By-~'\)~d<;;fiow in force .
IN WITNESS W e said Vice-President and Assistant Secretary have hereunto subscribed their names and
affixed the Corporat of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 6th day of August,
A .D. 2008.
ATTEST: FIDELITY AND DEPOSIT COMPANY OF MARYLAND
By:
Gregory E. Murray Assistant Secretary Theodore G. Martinez
St~te ofM~land }ss:
City of Baltimore
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, I have hereunto set my hand and affixed my Official Seal the day and year first above
written .
~a .o~
Constance A. Dunn Notary Public
My Commission Expires: July 14, 201 I
POA-F 012-4152G J-15
Exhibit "E": AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS
[Labor Code Sections 1720, 1773.8,1775, 1776, 1777.5, 1813, 1860, 1861, 3700)
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 177 4 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:
Date
"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."
y,/10/0j Signature ~--...,_
l ·t;;u~~
R6876-0001\1140984v2.doc C-9 J-16
ACKNOWLEDGMENT
State of California
County of _o_r_a_n_g_e ________ _
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 pers on{s) whose name(s) Mlare
subscribed to the within instrument and acknowledged tome that ~/~/they executed the same in
his/her/their authorized capacity(ies), and that by ~/~/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the pers on(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Attached to City of Rancho Palos Verdes Exhibit E Agreement to Comply
with California Labor Law Requirements.
J-17
Exhibit "F": INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
AND WAIVER OF SUBROGATION AND CONTRIBUTION
Contract/Agreement/License/Permit No . or description : --------------
lndemnitor(s) (list all names):
To the fullest extent permitted by law, lndemnitor 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 "lndemnitees") 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 lndemnitor 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 lndemnitees and shall operate to
fully indemnify lndemnitees 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
lndemnitees may have under the law. Payment is not required as a condition precedent to an
lndemnitee's right to recover under this indemnity provision, and an entry of judgment against
an lndemnitee shall be conclusive in favor of the lndemnitee's right to recover under this
indemnity provision. lndemnitor shall pay lndemnitees 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) lndemnitees' 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 lndemnitees.
lndemnitor, on behalf of itself and all parties claiming under or through it, hereby waives all
rights of subrogation and contribution against the lndemnitees, 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 lndemnitor regardless of any prior, concurrent, or
subsequent active or passive negligence by the lndemnitees.
In the event there is more than one person or entity named in the Agreement as an lndemnitor,
all obligations, liabilities, covenants and conditions in this instrument shall be joint and several.
"lndemnitor"
Its J · fr~,-Q,~
R6876-0001\1140984v2 .doc C-10 J-18
ACKNOWLEDGMENT
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 pers on(s) whose name(s) ~/are
subscribed to the within instrument and acknowledged tome that ~/~/they executed the same in
his/her/their authorized capacity(ies), and that by ~/!)et/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the pers on(s) acted, executed the instrument.
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature ~llliftwdud.J (Seal)
Attached to City of Rancho Palos Verdes Exhibit F Indemnification and
Hold Harmless Agreement and Waiver of Subrogation and Contribution.
J-19
ATTACHMENT B
J-20
CITY OF
September 13, 2012
Rodney Mathis, President
Aegis ITS, Inc., an Econolite Group Company
3360 E. La Palma Avenue
Anaheim, CA 92806-2856
RANCHO PALOS VERDES
OFFICE OF THE CITY CLERI<
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)
W:\CONTRACnLetters-transmittal for agmts & contracts\2012\Aegis ITS, Inc.doc
.11i 11.j u 11.\w 111t irmr f3ouL EVARD / l\ANCHo IJALos VERDES, CA 90275-5391 / (310) 544-521711:Ax (310) 544-5291 I www.PALosvERDES coM/RF'V
l:>RINTED ON l\ECYCLED PAPER J-21
First Amendment to Agreement between
the City of Rancho Palos Verdes and
Econolite Traffic Engineering and Maintenance, Inc.
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
J-22
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above written.
ATTES T: L
By: &ac /Jt~ tdz_
City Clerk
R6876-0001\134950!M .doc
Aegis ITS, Inc., an Econolite Group
Company ("Contractor''}
Signature: ~-:;;:::::2==~~--~
Printed Name: -tf Jne. 'f' /J14 -th.~--,
The City of Rancho Palos Verdes
::,icy~~
M8YOr
J-23
ATTACHMENT C
J-24
CITY OF
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)
W:\CONTRACT\Letters-transmittal for agmts & contracts\2013\Aegis ITS, Inc (2nd and 3rd Amendments).doc
30940 HAWTHORNE 80ULVARD /RANCHO PALOS VERDES WWWPALOSVERD ESC OM/RPV J-25
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 : Avju=>rr:-l. 1 ',}..o \.3 ~;INC .
(\ CO~T. ::JTOR") '--tk_
By: \ ~ ~ ----
Printed Na
Title : Coo
[Signatures continued on next page.]
R6876-0001\1349509v1 .doc
J-26
ATTEST :
CITY OF RANCHO PALOS VERDES
("CITY")
By: &us.a . ~ Mayor ~ -
By ~?rfoi/J tl,&_ ~h
City Clerk
R6876-0001\1349509v1 .doc
J-27
ATTACHMENT D
J-28
Third 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 made and entered
this 16th 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.
NOW, THEREFORE, the parties hereto do agree as follows:
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, 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]
R6876-0001 \1597752v2 .doc
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.
Dated : -Av) vJ' l 1 '2-o t .3
ATTEST:
/IJ : L ~-iJz By:c-///P@
City Clerk
R6876-0001\1597752v2 .doc
AEGIS ITS, INC.
("C~CTOR ")
By : l :;t:::. £_--f_(__
Printed Name:~h--.'-"L C:S • S hoLJA ll.:-c..A...
CITY OF RANCHO PALOS VERDES
("CITY")
By:~~ Miyo
J-30
ATTACHMENT E
J-31
Fourth 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 made and entered
this 161h day of July, 2014.
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;
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.
NOW, THEREFORE, the parties hereto do agree as follows:
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]
R6876-0001 \1597752v2 .doc
J-32
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year first above written.
Dated : -----------
ATTEST :
By : ___________ _
City Clerk
R6876-0001\1597752v2.doc
AEGIS ITS, INC.
("CONTRACTOR")
By: ___________ _
Printed Name: ---------
Title: ------------
By: ___________ _
Printed Name : ---------
Title : ------------
CITY OF RANCHO PALOS VERDES
("CITY")
By: ___________ ~
Mayor
J-33