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ASSIGNMENT AND ASSUMPTION AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH, CALIFORNIA, AEGIS ITS, INC.
AND ECONOLITE SYSTEMS, INC.
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is made
and entered into as of this 12th day of October, 2017 ("Effective Date"), by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City'), AEGIS ITS, INC., a California corporation ("Assignor"), whose address is 3360
East La Palma Avenue, Anaheim, California 92806 and ECONOLITE SYSTEMS, INC.,
a California corporation ("Assignee"), whose address is 1250 North Tustin Avenue,
Anaheim, California 92807, and is made with reference to the following:
RECITALS
A. On September 12, 2017, Assignor entered into a Purchase and Installation
Agreement ("Agreement") with City to provide the equipment and installation of
the Centracs adaptive traffic signal system as detailed in the Scope of Work and
Pricing attached to and incorporated into the Agreement ("Project").
B. On September 20, 2017, Assignor requested City assign Assignor's rights and
obligations under the Agreement to Assignee.
C. The parties desire to enter into this Assignment to assign all of Assignor's rights,
title and interest in and obligations under the Agreement to Assignee.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. ASSIGNMENT
As of the Effective Date, Assignor hereby assigns to Assignee all of Assignor's
rights, title and interest in and obligations under the Agreement. Assignee hereby
accepts such assignment and hereby assumes, agrees and undertakes to perform all
obligations of Assignor pursuant to the Agreement, as of the Effective Date. Any
reference to Assignor in the Agreement shall be deemed to be a reference to Assignee.
As of the Effective Date, Assignor shall have no further rights of any kind
whatsoever under the Agreement.
2. CITY CONSENT TO ASSIGNMENT
Pursuant to Sections 14 and 23 of the Agreement, City and Assignor hereby
consent to and approve of this Assignment.
3. NOTICES
Section 17.2 is hereby amended in its entirety and replaced with the following:
17.2 All notices, demands, requests or approvals from City to Contractor shall
be addressed to Contractor at:
Attention: Chuck Dankocsik
Econolite Systems, Inc.
1250 North Tustin Avenue
Anaheim, CA 92807'
4. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
[SIGNATURES ON NEXT PAGE]
ASSIGNMENT AND ASSUMPTION AGREEMENT Page 2
IN WITNESS WHEREOF, the parties have caused this Assignment to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: qL�$%I%
By:
A ron C. Harp CkM egitgl,+
City Attorney
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Date: �• ol.
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City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: /0 - I I- l—)
By:�6,,Z/,4n
David X. WObb
Public Works Director
ASSIGNOR: AEGIS ITS, INC., a California
corporation
Date: 10121/7
By.
Nick Ullman
Associate Vice President
Senior Associate
ASSIGNEE: ECONOLITE SYSTEMS, INC., a
California corporation
Date: /012./17
By:
Nick Ullman
Associate Vice President
Date:
By:
Chuck Dankocsik
Senior Associate
[END OF SIGNATURES]
ASSIGNMENT AND ASSUMPTION AGREEMENT Page 3
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. "
Date Received: 8/11/17
Dept./Contact Received From: Public Works
Date Completed: 9/11/17 Sent to: Lucie By:
Company/Person required to have certificate: Aegis
Type of contract:
ITS
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 6/27/17 — 6/27/18
A.
INSURANCE COMPANY: Travelers Indemnity Co of CT
B.
AM BEST RATING (A-: VII or greater): A++/ XV
C.
ADMITTED Company (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS (Must be $1 M or greater): What is limit provided?
$IM/$2M
E.
ADDITIONAL INSURED ENDORSEMENT — please attach
® Yes ❑ No
F.
PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
F.
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G.
ADDITIONAL INSURED FOR PRODUCTS AND
❑ Yes ❑ No
G.
COMPLETED OPERATIONS ENDORSEMENT (completed
❑ Yes ® No
H.
Operations status does not apply to Waste Haulers)
® Yes ❑ No
H.
ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I.
PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J.
CAUTION! (Confirm that loss or liability of the named insured
is not limited solely by their negligence) Does endorsement
include "solely by negligence' wording?
❑ Yes ®No
K.
ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L.
NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
II. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 6/27/17 — 6/27/18
A.
INSURANCE COMPANY: Travelers Property Casualty Co of America
B.
AM BEST RATING (A-: VII or greater) A++/ XV
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
® Yes ❑ No
D.
LIMITS - If Employees (Must be $1M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided? $1,000,000
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?) N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only): ® N/A
❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY: ❑ N/A
❑ Yes ® No
H.
NOTICE OF CANCELLATION: ❑ N/A
0 Yes 0 No
III. WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 6/27/17 — 6/27/18
A.
INSURANCE COMPANY: Travelers Property Casualty Co of America
B.
AM BEST RATING (A-: VII or greater): A++ / XV
C.
ADMITTED Company (Must be California Admitted):
® Yes
❑ No
D.
WORKERS' COMPENSATION LIMIT: Statutory
® Yes
❑ No
E.
EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater)
$1,000,000
F.
WAIVER OF SUBROGATION (To include): Is it included?
® Yes
❑ No
G.
SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
® N/A ❑ Yes
❑ No
H.
NOTICE OF CANCELLATION:
❑ N/A ® Yes
❑ No
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved:
9/11/17
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
Date
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _
Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Approved:
Risk Management
* Subject to the terms of the contract.
Date