HomeMy WebLinkAboutAgreement - IDAX - Amendment 3 - Signed: 2025-12-26City of Gilroy
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2224 Old Middlefield Way Ste. D
Mountain View, CA 94043
Taxpayer ID: 46-3000375
Signer’s Name/Title: Robert A. Donnell/Operations Manager
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$35,000
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12/30/2026
#3
12/31/2026
$50,000$49,999
Shaun Wright
408-846-0292
November 17, 2025
IDAX Traffic Data, LLC
2003 O'Toole Ave.
San Jose, CA 95131
Taxpayer ID: 39-4113327
Signer's Name/Title: Garrett Strang, Operations Manager
December 26, 2025
IDAX Traffic Data, LLC Amendment #3
Docusign Envelope ID: C2866797-2CB3-4559-8BC8-802424A6C8E5
-1- 4845-8215-5540v1
MDOLINGER\04706083
THIRD AMENDMENT TO CITY OF GILROY ON-CALL TRAFFIC ENGINEERING DATA
COLLECTION SERVICES PROJECT NO. 18-RFP-PW-412
WHEREAS, the City of Gilroy, a municipal corporation (“City”), and IDAX Data Solutions
entered into that certain agreement entitled City of Gilroy On-Call Traffic Engineering Data Collection
Services, effective 6/25/2018, hereinafter referred to as “Original Agreement”; and
WHEREAS, the “Original Agreement” was with IDAX Data Solutions, which is now IDAX
Traffic Data, LLC. The Original Agreement has been assigned with the City’s consent and the
amendment is now with IDAX Traffic Data, LLC.
WHEREAS, City and IDAX Traffic Data, LLC have determined it is in their mutual interest to
amend certain terms of the Original Agreement.
NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS
FOLLOWS:
1. Article 1 (Term of Agreement) of the Original Agreement shall be amended to read as follows:
This Agreement will become effective on June 25, 2018 and will continue in effect through
December 31, 2026 unless terminated in accordance with the provisions of Article 7 of the
Original Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall
terminate this Agreement regardless of any other provision stated herein.
2. This Amendment shall be effective on December 31, 2025.
3. Section A, Consideration, of Article 4, Compensation, of the Original Agreement shall be
amended to read as follows:
In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay
CONTRACTOR the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event
however shall the total compensation paid to CONTRACTOR exceed $49,999.
4. Section L, of Article 8, Social Security or Taxpayer Identification Number shall be amended to
read as follows:
39-4113327
5. Except as expressly modified herein, all of the provisions of the Original Agreement shall
remain in full force and effect. In the case of any inconsistencies between the Original Agreement and
this Amendment, the terms of this Amendment shall control.
6. This Amendment may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the
dates set forth besides their signatures below.
Docusign Envelope ID: C2866797-2CB3-4559-8BC8-802424A6C8E5
-2- 4845-8215-5540v1
MDOLINGER\04706083
CITY OF GILROY IDAX TRAFFIC DATA, LLC
[signature] [signature]
[employee name] [name]
[title/department] [title]
City Attorney City Clerk
December 26, 2025
Docusign Envelope ID: C2866797-2CB3-4559-8BC8-802424A6C8E5
1/9/2026
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Certificate Of Completion
Envelope Id: C2866797-2CB3-4559-8BC8-802424A6C8E5 Status: Completed
Subject: Complete with Docusign: IDAX Traffic Data, LLC - Amendment #3.pdf, Change of Ownership - Gilroy...
Source Envelope:
Document Pages: 36 Signatures: 7 Envelope Originator:
Certificate Pages: 5 Initials: 0 Shaun Wright
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
shaun.wright@cityofgilroy.org
IP Address: 66.189.161.134
Record Tracking
Status: Original
12/26/2025 8:49:50 AM
Holder: Shaun Wright
shaun.wright@cityofgilroy.org
Location: DocuSign
Signer Events Signature Timestamp
LeeAnn McPhillips
leeann.mcphillips@cityofgilroy.org
Administrative Services & HR Director
City of Gilroy
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.189.161.134
Sent: 12/26/2025 11:29:43 AM
Viewed: 12/31/2025 9:20:27 AM
Signed: 12/31/2025 9:22:17 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Andy Faber
andy.faber@berliner.com
City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 68.121.158.241
Sent: 12/31/2025 9:22:19 AM
Viewed: 1/7/2026 9:43:27 AM
Signed: 1/9/2026 9:01:29 AM
Electronic Record and Signature Disclosure:
Accepted: 1/9/2026 9:01:11 AM
ID: ea542f68-8647-491a-b694-c46e32e84e00
John Doughty
John.Doughty@cityofgilroy.org
Public Works Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address:
2607:fb90:3727:f12:3c9b:c229:ca44:154d
Signed using mobile
Sent: 1/9/2026 9:01:31 AM
Viewed: 1/9/2026 9:05:42 AM
Signed: 1/9/2026 9:05:56 AM
Electronic Record and Signature Disclosure:
Accepted: 1/9/2026 9:05:42 AM
ID: 33531a66-4f60-48f0-ae12-df9d57b8de69
Kim Mancera
Kim.Mancera@cityofgilroy.org
City Clerk
City of Gilroy
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.189.161.134
Sent: 1/9/2026 9:05:58 AM
Viewed: 1/10/2026 8:29:29 AM
Signed: 1/10/2026 8:29:35 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Pamela Brown
Pamela.Brown@cityofgilroy.org
Management Analyst Trainee
City of Gilroy
Security Level: Email, Account Authentication
(None)
Sent: 1/10/2026 8:29:38 AM
Viewed: 1/12/2026 8:00:34 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/26/2025 11:29:43 AM
Envelope Updated Security Checked 12/29/2025 10:40:57 AM
Envelope Updated Security Checked 12/29/2025 10:40:57 AM
Envelope Updated Security Checked 12/29/2025 10:40:57 AM
Envelope Updated Security Checked 12/29/2025 10:40:57 AM
Envelope Updated Security Checked 12/30/2025 1:25:57 PM
Certified Delivered Security Checked 1/10/2026 8:29:29 AM
Signing Complete Security Checked 1/10/2026 8:29:35 AM
Completed Security Checked 1/10/2026 8:29:38 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 6/29/2021 5:07:22 PM
Parties agreed to: Andy Faber, John Doughty
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December 19, 2025City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
Re: Notice of Change of Ownership: IDAX Traffic Data, LLC
(f/k/a Innovative Data Acquisitions, LLC)
Dear City of Gilroy,
On September 18, 2025, IDAX Traffic Data, LLC (“IDAX”) entered into an Asset Purchase
Agreement with Innovative Data Acquisitions, LLC (“Innovative Data”), pursuant to which
IDAX acquired Innovative Data’s assets.
IDAX is a well-capitalized business and will maintain Innovative Data’s workforce and
equipment. Our business is continuing its operations in the ordinary course, without any
interruptions.
We will continue to provide the same high-level of services to all existing customers under
the name “IDAX Traffic Data, LLC.” The FEIN is 39-4113327.
This letter also serves to confirm that the original contract with the City of Gilroy has been
assigned to the new company, IDAX Traffic Data, LLC.
If you have any questions, please contact me on my cell at 425-614-6231 or by
email Scott.Lee@IDAXData.com.
Thank you for your ongoing support.
Very truly yours,
Scott Lee
General Manager
IDAX Traffic Data, LLC
Docusign Envelope ID: C2866797-2CB3-4559-8BC8-802424A6C8E5