HomeMy WebLinkAboutContracts & Agreements_124-2008_CCv0001.pdf RIGHT-OF-WAY USE AGREEMENT
THIS RIGHT-OF-WAY USE AGREEMENT ("Agreement") is entered into this 5th day
of August, 2008 (the "Effective Date")by and between the City of Redlands, a municipal
corporation ("City") and Sunesys, LLC, a Delaware Limited Liability Company("Sunesys").
For the purposes of this Agreement, City and Sunesys are sometimes individually referred to as a
"Party" and, together, as the"Parties."
RECITALS
A. Sunesys wishes to install certain communication lines and cables in, on or over portions of the
rights-of-way of the City as shown in Exhibit-A- which is attached and incorporated by this
reference (the "Project-).
B. The Project will require the occupation of the public rights-of-way and will be completed
pursuant to Sunesys' Certificate of Public Convenience and Necessity (-CPCN") issued by the
California Public Utilities Commission (-CPUC"), D 06-06-047, on June 29. 2006.
C. The City and Sunesys propose to enter into this Agreement to install and maintain the Project
to provide telecommunication services, the terms of which shall govern the initial Project as well
as Sunesys' subsequent occupation and use of the rights-of-way in the City.
NOW THEREFORE. in consideration of the mutual promises contained in this
Agreement, the Parties agree as follows:
1. Scope of Project and Use.
A. The City gives permission to Sunesys to encroach ON er, under and along the public rights-of
way in the City for the purpose of the construction of certain communication lines and cables in
certain public rights-of-way, which Project is more specifically described in Exhibit "A.- The
Project that is described in Exhibit -A- may be amended and/or augmented by Sunesys pursuant
to the terms of Sunesys' CPCN, and Sunesys shall apply for the appropriate encroachment permit
with the City in each case. All work will be constructed at the sole cost and expense of Sunesys.
B. Sunesys represents that its CPCN authorizes construction activities in relation to the Project
and that the Project will be used solely for the purposes authorized in its CPCN as a"Telephone
Corporation" within the meaning of its CPCN and the California Public Utilities Code. If
Sunesys uses the Project for purposes other than the services that are sanctioned by the CPCN,
the City reserves the right to charge Sunesys full, fair and reasonable compensation for the use of
the City's rights-of-way or to impose other lawful requirements. By entering into this Agreement,
neither the City nor Sunesys waive any rights reserved to either pursuant to Public Utilities Code
Sections 7901 and 7901.1. or otherwise. In addition, neither Party waives any rights reserved
under the Telecommunications Act of 1996 including, but not limited to, those rights set forth in
Section 253 of the Act.
C. Sunesys represents that any equipment installed pursuant to this Agreement will be used
solely for the purpose of providing the CPCN-based services identified herein and that Sunesys
DJM,Agree,Sunesys LLC Row Agreement 1
will not use its equipment to offer or provide any other services. Sunesys' failure to comply with
these limitations will constitute a material breach of this Agreement and the City for which the
City may seek immediate termination of the Agreement.
2. Term and Termination.
The term of this Agreement shall commence on the Effective Date of this Agreement and
continue, unless earlier terminated as provided for herein, so long as Sunesys is occupying the
City rights-of-way in full compliance with Sunesys' statewide franchise under the terms of its
CPCN, and in full compliance with lawfully adopted ordinances and resolutions of the City.
3. Permit Fees.
Sunesys shall obtain encroachment permits for any work it undertakes under this Agreement, and
shall pay any and all published permit, inspection, and related cost-recovery fees of the City
consistent with California Government Code section 50030 and other applicable law.
4. Assignment/Subletting.
This Agreement may not be assigned by Sunesys without the express prior written consent of the
City, which consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding
the foregoing, the transfer of the rights and obligations of Sunesys to a parent, subsidiary, or
other affiliate of Sunesys, or to any successor-in-interest or entity acquiring fifty-one percent
(51%) or more of Sunesys' stock or assets (collectively "Exempted Transfers") will not be
deemed an assignment for the purposes of this Agreement and will not require the City's consent;
provided that Sunesys reasonably demonstrates to the City compliance with the following criteria
(collectively the "Exempted Transfer Criteria"): (i) the proposed transferee will have a financial
strength after the proposed transfer at least equal to that of Sunesys immediately prior to the
transfer; (ii) the proposed transferee assumes all of Sunesys' obligations under this Agreement;
(iii) the experience and technical qualifications of the proposed transferee in providing
telecommunications or similar services evidences the ability to operate the Network; and (iv) the
proposed transferee holds and maintains a CPCN authorizing it to own and maintain the facilities
installed under this Agreement.
5. Notices.
All notices must be in writing and are effective only when deposited in the U.S. Mail, certified
and postage prepaid, or when sent via overnight delivery as follows:
If to Sunesys: If to City:
Sunesys, LLC City of Redlands
ATT: Senior Counsel Attn: City Clerk
202 Titus Ave. P.O. Box 3005
Warrington, PA 18976 Redlands, CA 92373
Additionally, Sunesys will make a person available to the employees of any City department
having jurisdiction over Sunesys' activities twenty-four (24) hours a day, seven (7) days a week,
DAI/AgreetSunesys LLC Row Agreement
regarding emergency-related problems or complaints resulting from the attachment, installation,
operation, maintenance, or removal of the equipment. The City may contact by telephone the
network control center operator at telephone number 1-800-286-6664 regarding these problems
or complaints.
6. Improvements.
All work and entry upon, over, under or along the public rights-of-way must be done under the
supervision of Sunesys and its contractors in a good and skillful manner, and must comply with
all standards imposed by the City from time to time. Any and all damage to the rights-of-way
resulting from the activities of Sunesys must be repaired by Sunesys at no expense to the City,
and to the reasonable satisfaction of the City. The excavation on the public rights-of-way by
Sunesys must be monitored by Sunesys for any lateral movement or other forms of trench
failure.
7. Compliance with Laws.
A. All facilities and equipment installed by Sunesys under this Agreement shall at all times
remain in compliance with all local, state, and federal laws regarding public safety.
B. The City and Sunesys agree that pursuant to federal statutes, including 47 U.S.C. § 253 (the
"Federal Statutes"), the City may not prohibit Sunesys from providing interstate and intrastate
expanded telecommunications set-vices, but may manage the public rights-of-way and impose
neutral and non-discriminatory requirements to the degree permitted under state and federal law;
and as necessary to preserve and advance universal service, protect the public safety and welfare,
ensure the continued quality of telecommunications services, and safeguard the rights of
consumers, and may, to the extent permitted by applicable state law, (including California Public
Utilities Code § 7901), require fair and reasonable, neutral and non-discriminatory compensation
from discriminatory basis. Nothing in this Agreement shall constitute a waiver by Sunesys or the
City of any state or federal regulation governing the provisioning of telecommunications
services.
8. Interference and Ground Mounted equipment.
A. Interference. In the performance and exercise of its rights and obligations under this
Agreement, Sunesys shall not interfere in any manner with the existence and operation of any.
public or private rights-of-way, sanitary sewers, water mains, storm drains, gas mains, poles,
aerial and underground electrical and telephone wires, electroliers, cable television and
telecommunications facilities, utilities, or municipal property, without the express written
approval of the owner or owners of the affected property or properties, except as authorized by
applicable laws or this Agreement.
B. Ground-Mounted equipment. Sunesys does not plan on installing any ground mounted
facilities or equipment cabinets. Nonetheless, Sunesys understands that any installation of
ground-mounted facilities and equipment cabinets shall be subject to the planning and design
review requirements if imposed by the City on all other users of the public rights-of-way.
DJM/Aeree/Sunesys LLC Row Aereement
Sunesys agrees to comply with the City's current ordinances regarding such installations as well
as any future regulations that may be adopted by the City respecting such installations that are
consistent with the City's rights under Section 7901.1 of the California Public Utility Code, and
other applicable law, and are applied in a non-discriminatory fashion to other
telecommunications companies regulated and issued a Certificate of Public Convenience and
Necessity by the California Public Utilities Commission.
9. Utilities and Maintenance.
Sunesys shall pay for all utilities used at the Project. Sunesys shall take utility access from the
nearest possible connection to minimize damage to the public rights-of-way. Throughout the
term of this Agreement. Sunesys shall maintain the facilities that it installs in good operational
condition.
10. Default.
If either Party is in default under this Agreement for a period of(a) thirty (30) days following
receipt of notice from the non-defaulting Party with respect to a default which may be cured
solely by the payment of money, or (b) thirty(30) days following receipt of notice from the non-
defaulting Party with respect to a default which may not be cured solely by the payment of
money, then, in either event, the non-defaulting Party may terminate this Agreement, and may
pursue any remedies available to it against the defaulting Party under applicable law. If the non-
monetary default may not reasonably be cured within a thirty (30) day period, this Agreement
may not be terminated if the defaulting Party commences action to cure the default within such
thirty(30) day period and proceeds diligently to fully cure the default.
11. Taxes.
Sunesys shall pay all personal property taxes, use taxes and possessory interest taxes, including
but not limited to those levied under Revenue and Taxation Code Section 107, assessed upon and
arising from Sunesys' use and possession of facilities under this Agreement.
12. Insurance.
A. Sunesys shall obtain and maintain during the term of this Agreement Commercial General
Liability insurance and Commercial Automobile Liability insurance protecting Sunesys in an
amount not less than Two Million Dollars ($2,000,000) per occurrence(combined single limit),
including bodily injury and property damage, and in an amount not less than Two Million
Dollars ($2,000,000) annual aggregate for both personal injury liability and products-completed
operations. The Commercial General Liability insurance policy shall name the City, its elected
officials, officers, and employees as additional insureds as respects any covered liability arising
out of Sunesys' performance of work under this Agreement. Coverage must be in an occurrence
form and in accordance with the limits and provisions specified herein. Claims-made policies are
not acceptable. This insurance shall not be canceled, nor may the occurrence or aggregate limits
set forth above be reduced, until the City has received at least thirty (30) days' advance written
notice of such cancellation or change. Sunesys is responsible for notifying the City of any change
DmiAvreetSunews, Lir Row Agreement A
or cancellation. Further, the insurance policies' limitations amounts required by this subsection
shall be subject to periodic review by the City for compliance with industry standards. In the
event the City reasonably determines that the limitation amount of any insurance policy shall be
increased, on a frequency no greater than every five(5) years, the City shall provide Sunesys
with written notification of the same and Sunesys shall, within sixty(60) days of the date of such
notice, provide the City with certificates and endorsements evidencing such mutually agreeable
increased insurance policy limitation amount in amounts to be negotiated in good faith by both
Parties.
B. Prior to the commencement of any work pursuant to this Agreement, Sunesys shall file with
the City the required original certificates of insurance with endorsements, which shall state the
following:
(1) The policy number; name of insurance company; name and address of the agent or authorized
representative; name and address of insured; project name; policy expiration date; and specific
coverage amounts; (2) That the City will receive not less than thirty (30) days' prior notice of
cancellation; (3) That SunesysCommercial General Liability insurance policy is primary as
respects any other valid or collectible insurance that the City may possess, including any self
insured retentions that the City may have; and that any other insurance the City possesses will be
considered excess insurance only and will not be required to contribute with this insurance; and
(4) That Sunesys' Commercial General Liability insurance policy waives any right of recovery
the insurance company may have against the City. The certificates of insurance with
endorsements and notices shall be mailed to the City at the address specified above in Section 5.
13. Relocation and Rearrangement Obligation.
A. Relocations at Sunesys' Expense. Whenever, during the term of this Agreement. the City
changes the grade, width or location of any street or improves any street in any manner,
including the laying of any sewer, storm drain, conduits, gas, water, electric or other utility
system, or other pipes owned or operated by the City or any other public agency or publicly
owned utility, or constructs any pedestrian tunnels, or moves existing utilities where Sunesys'
facilities are located to an underground location, or other work of the City and such work will, in
the sole opinion of the City, render necessary any change in the position or location of any
facilities of Sunesys in or into the street, Sunesys will, at its own cost and expense, do any and all
things to effect such change in position or location, in conformity with the written notice of the
City to Sunesys. If Sunesys fails or refuses to relocate its facilities located in, on, upon, along,
under, over, across or above any highway or to pave, surface, grade, repave, resurface or regrade
as required, pursuant to any provision of this Agreement, the City or other public entity may
cause the work to be done and will keep an itemized account of the entire cost thereof, and
Sunesys will hold harmless the City, its elected officials, officers and employees from any
liability which may arise or be claimed to arise from the moving, cutting, or alteration of any of
Sunesys' facilities, or the turning on or off of water, oil, or other liquid, gas, or electricity.
Sunesys shall reimburse the City or other public entity for such cost within thirty (30) days after
presentation to Sunesys of an itemized account of such costs.
DimiAgreelSunesys LLC Row Agreement
B. Expense of Others. Except as provided elsewhere in this Agreement, when rearrangement of
facilities is done for the accommodation of any party not identified herein, the cost of such
rearrangement will be borne by the accommodated party. Such accommodated party, in advance
of such rearrangement, will (1) deposit with Sunesys either cash or a corporate surety bond in an
amount as in the reasonable discretion of Sunesys will be required to pay the costs of such
rearrangement; and (2) will execute the instrument agreeing to indemnify and hold harmless
Sunesys from any and all damages or claims caused by such rearrangement.
C. Rearrangement of the Facilities of Others. Nothing contained in this Agreement shall be
construed to require the City to move, alter or relocate any of its facilities upon said streets, at its
own expense, for the convenience, accommodation or necessity of any other public utility,
person, firm or corporation; or to require the City or any person, firm or corporation now or
hereafter owning a public utility system of any type or nature, to move, alter or relocate any part
of its system upon said streets for the convenience, accommodation or necessity of Sunesys.
D. Notice of Relocation. Sunesys will be given not less than one hundred twenty (120) days'
written notice of any relocation or rearrangement of facilities which Sunesys is required to make
hereunder. Such notice will specify in reasonable detail the work to be done by Sunesys and will
specify the time that such work is to be accomplished. In the event that the City changes the
provisions of any such notice given to Sunesys. Sunesys will be given an additional period not
less than ninety(90) days to accomplish such work. In case Sunesys fails to commence work in
compliance with such written notice within thirty (30) days after service of same upon Sunesys
(unless Sunesys will be unable to comply with such notice by reason of strikes, riots, acts of
God, or act of public enemies), the City's Municipal Utilities and Engineering Director may
cause the work required in said notice to be done by the City or at the election of the City, by a
private contractor at Sunesyssole cost and expense, pursuant to the provisions in paragraph
13.A., above.
14. Security and Bond.
In order to secure the performance of its obligations under this Agreement, Sunesys shall provide
the following security instruments to the City:
A. Faithful Performance Bond and Construction Bond. Prior to the commencement of any work
under this Agreement, Sunesys shall provide a performance bond running to the City to
guarantee completion of all of Sunesys' work in the public rights-of-way, in the amount of 100%
of the total estimated cost of the work to be performed in the public rights-of-way by Sunesys
(the"Construction Bond"). Upon completion of Sunesys' work in the public rights-of-way to the
satisfaction of the City's Municipal Utilities and Engineering Director, the amount of the
Construction Bond shall be reduced to 25% of the actual cost of the work, and the Construction
Bond shall be maintained for one year. At the end of that one year following completion of
Sunesys' work in the public rights-of-way to the satisfaction of the City's Municipal Utilities and
Engineering Director, the full amount of the Construction Bond will terminate and expire.
DIM/A art,oiSiino,:vc I F CR tIVa A or,orrion
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B. Assessment of the Bonds. Upon Sunesys' failure to pay the City any amount owing under this
Agreement, the Construction Bond may be assessed by the City for purposes including, but not
limited to:
(1) Reimbursement of costs borne by the City to correct violations of the Agreement not
corrected by Sunesys, after the City provides notice and a reasonable opportunity to cure such
violations.
(2) To provide monetary remedies or to satisfy damages assessed against Sunesys due to
a material breach of this Agreement.
C. Restoration of the Bond. Sunesys shall deposit a sum of money or a replacement instrument
sufficient to restore the Construction Bond to its amount immediately prior to the assessment of
the bond by the City within thirty (30) days after notice from the City that any amount has been
recovered from the bond. Failure to restore the bond to its full amount within thirty (30) days
will constitute a material breach of this Agreement. Sunesys will be relieved of the foregoing
requirement to replenish the bond during the pendency of an appeal from the City's decision to
draw on the bond.
D. Costs of Collection. If the bond is drawn upon, all of City's costs of collection and
enforcement of the provisions relating to the bond that are specified in this section, including
reasonable attorneys' fees and costs, shall be paid by Sunesys.
E. Reservation of City Rights. The rights reserved by the City with respect to the bond are in
addition to all other rights and remedies the City may have under this Agreement or any other
law.
F. Qualification of Surety. The surety supplying the bond shall be an "admitted surety insurer,"
as defined in Code of Civil Procedure section 995.120, authorized to do business in the State of
California.
15. Indemnification and Waiver.
A. Generally. Sunesys shall indemnify, defend, protect, and hold harmless the City, its elected
officials, officers, employees, agents, and contractors, from and against liability, claims,
demands, losses, damages, fines, charges, penalties, administrative and judicial proceedings and
orders,judgments, and all costs and expenses incurred in connection therewith, including
reasonable attorneys' fees and costs of defense(collectively, the"Losses") directly or
proximately resulting from Sunesys' activities undertaken pursuant to this Agreement, except to
the extent arising from or caused by the gross negligence or willful misconduct of the City, its
councilmembers, officers, employees, agents, or contractors.
B. Waiver of Claims. Sunesys waives all claims, demands, causes of action, and rights it may
assert against the City on account of any loss, damage, or injury to any equipment, or any loss or
degradation of the Services, resulting from any event or occurrence that is beyond the City's
reasonable control.
DJM/Auce/Sunesys LLC Row Am-eement '7
C. Limitation of City's Liability. The City shall be liable only for the cost of repair to damaged
equipment arising from the sole negligence or willful misconduct of the City, its employees,
agents, or contractors, and the City shall in no event be liable for indirect or consequential
damages.
D. Waiver of Breach. The waiver by either Party of any breach or violation of any provision of
this Agreement will not be deemed to be a waiver or a continuing waiver of any subsequent
breach or violation of the same or any other provision of this Agreement.
16. Miscellaneous.
A. Governing Law; Jurisdiction. This Agreement shall be governed and construed by and in
accordance with the laws of the State of California, without reference to its conflicts of law
principles. If suit is brought by a Party to this Agreement, the Parties agree that trial of such
action shall be vested exclusively in the state courts of California, or in the relevant United States
District Court in California. Sunesys shall comply with all applicable laws in the exercise of its
rights and the performance of its obligations under this Agreement.
B. AttorneysFees. Should any dispute arising out of this Agreement lead to litigation, the
prevailing party shall be entitled to recover its costs of suit and (without limitation) reasonable
attorneys' fees, including fees for use of in-house counsel by a Party.
C. Representations and Warranties. Each of the Parties to this Agreement represents and
warrants that it has the full right, power, legal capacity, and authority to enter into and perform
the Parties' respective obligations hereunder and that such obligations shall be binding upon such
Party without the requirement of the approval or consent of any other person or entity in
connection herewith.
D. Removal of equipment. Sunesys shall remove any equipment installed pursuant to this
Agreement within sixty(60) days of abandonment of the equipment, or termination of this
Agreement, at Sunesys' sole cost and expense. If Sunesys fails to remove such equipment, the
City is entitled to remove and dispose of the equipment at Sunesys' sole cost and expense, upon
thirty(30) days prior notice to Sunesys. Sunesys' obligations to reimburse the City for removal
and disposal of equipment under this section shall survive the expiration or termination of this
Agreement.
E. Nonexclusive Use. Sunesys acknowledge that this Agreement does not provide Sunesys with
exclusive use of the public rights-of-way or any municipal facility and that City retains the right
to permit other providers of communications services to install equipment or devices in the
public rights-of-way and on municipal facilities. Sunesys agrees to register and maintain
information on its underground with USA Dig Alert and to comply with the other requirements
of Cal. Gov't Code §4216 et seq.
F. Severability of Provisions. If any provision of this Agreement is held by court of competent
jurisdiction in a final judicial action to be void, voidable, or unenforceable, that provision will be
deemed to be severable from the remaining provisions of this Agreement and will not affect the
legality, validity, or constitutionality of the remaining portions of this Agreement. Each Party
represents that it would have entered into this Agreement, and each of its provisions, regardless
of whether any one or more provisions may be declared illegal, invalid, or unconstitutional.
G. Consent Criteria. In any case where the approval or consent of a Party is required, requested,
or otherwise to be given under this Agreement, that party must not unreasonably delay,
condition, or withhold its approval or consent.
H. Amendment of Agreement. This Agreement may be amended only by a written instrument
signed by the Parties.
I. Entire Agreement. This Agreement contains the entire understanding between the Parties with
respect to its subject matter. There are no representations, agreements, or understandings
(whether oral or written) between or among the Parties relating to the subject matter of this
Agreement that are not fully expressed herein.
IN WITNESS WHEREOF, and in order to bind themselves legally to the terms and
conditions of this Agreement, the duly authorized representatives of the Parties have executed
this Agreement as of the Effective Date.
CITY OF RED LANDS
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Bond No. 81963254 / 87-94-96
FAITHFUL PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, the City of Redlands,California, a municipal corporation("City")and Sunesys,LLC, a
Delaware limited liability company, ("Principal")have entered into an agreement for the occupancy of
portions of the public ways in the City by Principal; and
WHEREAS,the agreement, identified as"Right of Way Use Agreement," is incorporated by this
reference; and
WHEREAS,Principal is required under the terms of the agreement to furnish a bond for its faithful
performance;
NOW, THEREFORE,we, Principal and Federal Insurance Company and National Union Fire
Insurance Company of Pittsburgh, PA as Surety, are held and firmly bound unto the City in the penal sum
of One Million Two Hundred Sixty Eight Thousand Six Hundred Sixty Two&No/100 Dollars($
1,268,662.00), lawful money of the United States, for the payment of which we bind ourselves,our heirs,
successors,executors, administrators,jointly and severally, firmly by these presents.
The condition of this obligation is such that the obligation will become null and void if the above-
bounded Principal, his or its heirs, executors,administrators,successors,or assigns, will in all things
stand to, abide by, well and truly keep and perform the covenants,conditions, and provisions in said
agreement and any alteration thereof made as therein provided,on his or their part,to be kept and
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performed at the time and in the manner therein specified, and in all respects according to their true intent
and meaning, and will indemnify and save harmless the City, its officers,agents, and employees, as
therein stipulated; otherwise, this obligation will be and remain in full force and effect.
Upon completion of the work in the public rights-of-way to the satisfaction of the City's Municipal
Utilities and Engineering Director, the amount of the Construction Bond shall be reduced to 25%of the
actual cost of the work, and the Construction Bond shall be maintained for one year. At the end of that
one year following completion of the work, in the public rights-of-way to the satisfaction of the City's
Municipal Utilities and Engineering Director,the full amount of the Construction Bond will terminate and
expire.
The Surety hereby stipulates and agrees that no change,extension of time,alteration,or addition to the
terms of the agreement,the work authorized to be performed thereunder,or the specifications
accompanying the agreement will in any manner affect its obligations on this bond. The Surety hereby
waives notice of any such change, extension of time,alteration,or addition to the terms of the agreement,
the work, or the specifications; provided; however,that this bond is subject to the following express
conditions:
1. The Surety reserves the right to withdraw as Surety from this bond,except as to any
liability incurred or accrued, and may do so upon giving the City not less than thirty(30)days written
cancellation notice.
2. The aggregate liability of the Surety hereunder on all claims shall not exceed the penal
sum of this bond in any event.
5ztv -tf24;MWSW'M,;=flit
IN WITNESS WHEREOF, this instrument has been duly executed by the above-
named Principal and Surety on July 29, 2008.
Note: All signatures must be acknowledged before a notary public. Attach appropriate
acknowledgment.
Sunesys, LLC
(Type name of Principal)
185 Titus Avenue
Warrington, PA 18976
(Type address of Principal)
By:
(Signature of authorized officer)
A/art ozi set) ,,ar vice freJ cc/el)
(Title of officer)
Federal Insurance Company and National Union
Fire Insurance Company of Pittsburgh, PA
(Type name of Surety)
15 Mountain View Road,Warren,NJ 07059/
70 Pine Street,New York,NY 10270
(Type address of Surety)
v&k
By,
(Sign.yrzateth,..rized officer)
DiLynn Guem,Attorney-In-Fact
(Title of officer)
APPROVED AS TO FORM:
CITY ATTORNEY
-
POWER Federal Insurance Company Attn: Surety Department
IICChubb OF Vigilant Insurance Company 15 Mountain View Road
Surety ATTORNEY pacific Indemnity Company Warren, NJ 07059
CI-PJIBEll
Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE
COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, do each hereby constitute and
appoint Gloria C. Blackburn of Dallas, Texas and Florietta Acosta, Donald E. Appleby, Dilynn Guern, Susan J. Lattarulo,
Kristen McCormick, Kevin W. McMahon, Frank C. Penn, J.R. Richards, James S. Rosutek and Lisa T. Solove of Denver,
Colorado
each as their true and lawful Attorney-In-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety
thereon or otherwise, bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and any
instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to In said bonds or obligations.
In Witness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested
these presents and affixed their corporate seals on this 26th day of October,2005
if .____
;
.trA4117
enneth C.Wendel, • sis'-nt Secretary J. glir-mitt',Vice President "Pr
STATE OF NEW JERSEY
$S.
County of Somerset
On this 26th day of October,2005 before me,a Notary Public of New Jersey,personalty came Kenneth C.Wendel,to me
known to be Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY, the companies which
executed the foregoing Power of Attorney, and the said Kenneth C. Wendel, being by me duly sworn, did depose and say that he is Assistant Secretary of FEDERAL
INSURANCE COMPANY,VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof, that the seals affixed to the
foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By-Laws of said Companies;and that he signed said Power of Attorney as
Assistant Secretary of said Companies by like authority' arid that he is acquainted with John P. Smith,and knows him to be Vice President of said Companies;and that the
signature of John P.Smith,subscribed to said Power of Attorney is in the genuine handwriting of John P.Smith,and was thereto subscribed by authority of said By-Laws and in
deponent's presence.
Notarial Seal
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PUBL\'' .1.,il STEPHEN IL SRAM
Notory Public,Slaio of Sow Jortoy
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Commission Expires Oct. 25,2009 401111111-1PP 74.X--.
otary Public
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III JE CERTIFICATION
Extract from the By-Laws of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY:
AO powers of attorney for and on behalf of the Company may and shall be executed in the name and on behalf of the Company,either by the Chairman or the
President or a Vice President or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary, under their respective designations. The
signature of such officers may be engraved,printed or lithographed.The signature of each of the following officers:Chairman,President,any Vice President,any
Assistant Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any
certificate relating thereto appointing Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other
writings obligatory In the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seat shall be valid and binding
upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company
with respect to any bond or undertaking to which It Is attached.'
I,Kenneth C.Wendel,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY
(the"Companies')do hereby certify that
(I) the foregoing extract of the By-Laws of the Companies is true and correct,
(Ii) the Companies are duty licensed and authorized to transact surety business In all 50 of the United States of America and the District of Columbia and are
authorized by the U.S.Treasury Department;further,Federal and Vigilant are licensed in Puerto Rico and the U.S.Virgin Islands,and Federal is licensed in
American Samoa,Guam,and each of the Provinces of Canada except Prince Edward Island;and
(Ili) the foregoing Power of Attorney is true,correct and In full force and effect.
Given under my hand and seals of said Companies at Warren.NJ this July 29, 2008
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,i,-jz A-r"7"1 77,,A le--1-i--•I le/
Kenneth C.Wenct ,Assistant Secretary
IN THE EVENT YOU WISH TO NOTIFY US OF A CLAIM,VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER
MATTER, PLEASE CONTACT US AT ADDRESS LISTED ABOVE, OR BY Telephone(908)903-3493 Fax(908)903- 3656
e-mail: surety@chubb.com '
1 1 /Fri F..fl' rnniqrNi-
POWER.OF ATTORNEY
American Home Assurance Company Power No. lilli
National Union Fire Insurance Company of Pittsburgh,PA.
Principal Bond Office: 175 Water Street,New York,NY 10038
No. 23-B44392
KNOW ALL MEN BY THESE PRESENTS:
That American Home Assurance Company,a New York corporation,and National Union Eire Insurance Company of Pittsburgh,PA.,a Pennsylvania
corporation,does each hereby appoint "!
---Donald E.Appleby,Florietta Acosta,Gloria C Blackburn,DitynnGuern,Susan J.L,attarulo„Kristen L McCormick,
„McQQni
Tiffany gle,Kevin W.McMahon,Frank C.Penn,I,R.Richards"James S.:Rosulek: of Denver,Colorado— .
its true and lawful Attorneys)-in-Fact,with full authority to execute on its behalf bonds,undertakings,recognizances and other contracts of indemnity and
writings obligatory in the nature thereof,issued in the course of its business,and 10.bind the respective company thereby.
IN WITNESS WHEREOF,American Home Assurance Company arid National Union Fire Insurance Company of Pittsburgh PA.have each executed
these presents
this 8th day of January,2007
i
if
""*"for
ttt� Vincent P.Forte,Vice President
STATE OF NEW YORK }
COUNTY OF NEW YORK }ss. - " ..
On this 8th day of January,2007 before me came the abovenamed
officer of American dome Assurance Company and National Union Fire
Insurance Company of Pittsburgh,PA„to me personally known to be the JULIANA E. HALLEt\lBECK
individual and officer described herein,and acknowledged that be executed the NOTARY PUBLIC.STATE Of NEW YORK
foregoing insturntent and affixed the seals of said corporations thereto by No..01 r*A6125671
authority of his office.
QUALIFIED IN BRONX COUNTY
MY COMMISSION EXPIRES APDL 16,2039
CERTIFICATE
Exerpts of Resolutions adopted by the Boards of Directors of American Home Assurance Company and National Union Fire Insurance Company of Pittsburgh,
PA,on May 18,1916:
RESOLVED, that the.Chairmanof the Board,the President,or any Vice President be,and hereby is,authorized to appoint Attomeys-in-Fact torepresent
and act for and on behalf of the Companyto execute bonds,undertakings,recognizances and other contracts of indemity and writings obligatory in the nature
thereof,and to attach thereto the corporate seal of the Company,in the transaction of its surety business;
"RESOLVED, that the signatures and attestations of such officers and the seal of Company may be affixed to any such Power of Attorney orto.:any
certificate relating;thereto II facsimile,and any such Power of Attorney or certificate bearing such facsimile signatures:or facsimile seatfshall be valid and
binding upon the Company when.so affixed with respect to any'bond,utidertaksitg,'recogniaanee and other contract of indemnity and writing obligatory in the
nature thereof;
"RESOLVED,"that any such Attorney-in-Fact delivering a secretarial certification that the foregoing resolutions still be in effect.tnay insert in suelt.
notthan the date of.deliv thereof bysuch Att
eertifit'ation the date thereof,saidoeTy, � orney-in-Fact:'"
date to be later
I,
Elat izabeth
foregoing Ming ex Secretary
teccr€ry of ResolutionsadoptedBbythe 1ntnceCompany and of National Union F Insurance Co ny of Pitts. burgh,PA.do hereby certify
of American
of Directors of these corporations, the Powers of Attorneyissued uant thereto,are true
and correct,anti that both the Resolutions and the Powers Of Attorney are in full force and:effect
IN WITNESS WHEREOF,I.have hereunto set my hand and affixed the facsimile seal of each corporation
this29th day of Jti1.Yi 2008
, ;
65166(4196} +f7trt�" Elszabeth M. Tuck,Secretary
ACKNOWLEDGEMENT
State of Pennsylvania
County of Bucks
On this the 30th day of July 2008, before me Corinne J. Bistline, a Notary Public, within
and for said County and State, personally appeared Alan Katz to me personally known to
be Sr. Vice Presidents of Sunesys, LLC and acknowledged that he executed the said
instrument as the free act and deed of said Company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, at
my office in the aforesaid County, the day and year in this certificate first written.
, t) J<,L9 NOTARIAL SEAL
Notary Public the State of Pennsylvania CORINNE J SISTINENotary Public
County of Bucis WARRINGTON TWP BUCKS COUNTY
My Cornmesior Expires Apr 10, 2010
0—,
Decrease PENALTY RIDER
BOND AMOUNT 51.268.662.00 BOND NO.AIG 879496/CHB/31%32M
To be attached and form a part of Bond No. A1G879496/CHB81963254 dated the 29th day of July,
2008,executed by National Union Fire Insurance Company of Pittsburgh, PA/Federal Insurance
Company as surety,on behalf of Sunesys, LLC as current principal of record,and in favor of City
of Redlands,as Obligee,and in the amount of One Million Two Hundred Sixty Eight Thousand Six
Hundred Sixty Two Dollars and 00/100($1,268,662.00).
In consideration of the agreed premium charged for this bond, it is understood and agreed that
National Union Fire Insurance Company of Pittsburgh, PA/Federal Insurance Company hereby
consents that effective from the 31st day of August,2009,said bond shall be amended as follows:
THE BOND PENALTY SHALL BE Decreased:
FROM: One Million Two Hundred Sixty Eight Thousand Six Hundred Sixty Two Dollars and
00/100($1,268,662.00)
TO: Twenty Five Percent of Contract Amount or Three Hundred Seventeen Thousand One
Hundred Sixty Six Dollars and 00/100($317,166.00)
The Decrease of said bond penalty shall be effective as of the 31st day of August, 2009,and does
hereby agree that the continuity of protection under said bond subject to changes in penalty shall
not be impaired hereby, provided that the aggregate liability of the above mentioned bond shall not
exceed the amount of liability assumed by it at the time the act and/or acts of default were
committed and in no event shall such liability be cumulative.
Signed,sealed and dated this 31st day of August,2009.
SunesysaLC
PR VW/PA L
BY: f-•-•174/
filOt7 kg/z) 9/D//09
National Union Fire Insurance Comp v of Pittsburg , ' deral Insu nce Company
(
SURET
BY: 00°V1 1
IL n Guern,ATTORNEY-IN-FACT
THE ABOVE BOND IS HEREBY AGREED TO AND ACCEPTED BY:
City of Redlands
OBLIGEE
B1:
TITLE
POWER Federal Insurance Company Attn: Surety Department
Chubb OF Vigilant Insurance Company 15 Mountain View Road
Surety ATTORNEY Pacific Indemnity Company Warren, NJ 07059
CHUBB
Know All by These Presents, That FEDERAL INSURANCE COMPANY, an Indiana corporation, VIGILANT INSURANCE
COMPANY, a New York corporation, and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, do each hereby constitute and
appoint/Gloria C. Blackburn of Dallas, Texas and Florietta Acosta, Donald E. Appleby, Dilynn Guem, Susan J. Lattarulo,
Kristen McCormick, Kevin W. McMahon, Frank C. Penn, J.R. Richards, James S. Rosulek and Lisa T. Solove of Denver,
Colorado
tech as their true and lawful Attorney-In-Fact to execute under such designation In their names and to affix their corporate seals to and deliver for and on their behalf as surety
thereon or otherwise,bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and any
Instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to in said bonds or obligations.
In Witness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested
these presents and affixed their corporate seals on this 26th day of October,2005
nneth C.Wendel, Fs n! ecretary OrfrVir-Lce President
STATE OF NEW JERSEY
es.
County of Somerset
On this 26th day of October,2005 before me,a Notary Public of New Jersey,personally came Kenneth C.Wendel,to me
known to be Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY,the companies which
executed the foregoing Power of Attorney, and the said Kenneth C. Wendel, being by me duty sworn, did depose and say that he is Assistant Secretary of FEDERAL
INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof,that the seals affixed to the.
foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By-Laws of said Companies;and that he signed said Power of Attorney as
Assistant Secretary of said Companies by like authority;and that he is acquainted with John P.Smith,and knows him to be Vice President of said Companies;and that the
signature of John P.Smith,subscribed to said Power of Attorney Ls in the genuine handwriting of John P.Smith,and was thereto subscribed by authority of said By-Laws and in
deponents presence.
Notarial Seal
loti 8 0 0itADT� Notary Public,��� w� ..'�• Commission Expires Oct.25,2009 — _ s` ,A/ rotary Public
�J Ec�S'•
CERTIFICATION
Extract from the By-Laws of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY:
"All powers ofattorney for and on behalf of the Company may and shall be executed In the name and on behalf of the Company,either by the Chairman or the
President or a Vice President or an Assistant Vice President,Jointly with the Secretary or an Assistant Secretary, under their respective designations. The
signature of such officers may be engraved,printed or lithographed.The signature of each of the following officers:Chairman,President,any Vice President,any
Assistant Vice President,any Secretary,any Assistant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any
certificate relating thereto appointing Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and attesting bonds and undertakings and other
writings obligatory In the nature thereof,and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding
upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding upon the Company
with respect to any bond or undertaking to which it is attached?
I,Kenneth C.Wendel,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY
(the'Companies')do hereby certify that
(I) the foregoing extract of the By-Laws of the Companies is true and correct,
(ii) the Companies are duly licensed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are
authorized by the U.S.Treasury Department;further,Federal end Vigilant are licensed in Puerto Rico and the U.S.Virgin islands,and Federal is licensed in
American Samoa,Guam,and each of the Provinces of Canada except Prince Edward Island;and
(iii) the foregoing Power of Attorney is true,correct and in full force and effect
Given under my hand and seals of said Companies at Warren,NJ this Agust 31, 2009
gtlsAlr�
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a�0„,,,A„,.. �0„,,,A„,.. '�., tifw yo*_ .�
. 44,
- Kenneth C.Wends,Assistant Secretary
IN THE EVENT YOU WiSH TO NOTIFY US OF A CLAIM,VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER
MA i I tR, PLEASE CONTACT US AT ADDRESS LISTED ABOVE,OR BY Telephone(908)903-3493 Fax(908)903-3656
e-mail: surety@chubb.com
Form 15-10-02259-U (Ed.5-03) CONSENT
. t POWER OF ATTORNEY
American Home Assurance Company Power No. 10311
National Union Fire Insurance Company of Pittsburgh,PA.
Principal Bond Office. 175 Water Street,New York,NY 10038
No. 23-B-43392
KNOW ALL MEN BY THESE PRESENTS:
fharAmerican Home Assurance Company,a New York corporation,and National Union Fite Insatrance Company of Pittsburgh,PA,a Pennsylvania
cgt`poration,does eachhereby appoint .
Donald E.Appleby,Florietta Acosta,Gloria C.Blackburn,DiLynn Guerra,Susan J.Lattrrulo,
Tiffany McGonigle,Kevin W,McMahon;Frank C;Penn,J.R.Rithards,James S.Rosutek,
Deanna ?t.Robichaud,Danielle M.:Bechard: of Denver,Colorado---
its true and lawful Attorney(s)-in-Fact,with full authority to execute on its behalf bonds,undertakings,recognizancesand other contracts of indemnity and
writings obligatory hi the nature'thereof,issued in
the course Of its business;tist4;3b bind the respective company thereby.
IN WITNESS WHEREOF,American Home Assuranee Company and National Union Fire Insurance Company of Pittsburgh,PA,have each executed
these presents:
this 11th day of l)eceinber,2008
ti. tl8fwTnY,
11 ,Arc
if
t„ t
IL ..tior a
Anthony Romano,Vice President
STATE OF NEW YORK j
COUNTY OF NEW YORK }ss. Ci' 4k
On this 11th day of December,2008 before me came the above named
officer of American Home Assurance Company and National Union Fire
Insurance Company of Pittsburgh,PA.,to me personally known to be the JULIANA E.HA1 LENBE K
individual and officer described herein,and acknowledged that he executed the ROTARY PUBLIC STATE OF NEW YORK
foregoing tnsturment and affixed the seals of said corporations thereto by No.01=A6i25 7t .
authority of his office. QUALIFIED IN BRONX COUNTY
MYCOMMI$5101 EXPIRES APRIL 18,2009
CERTIFICATE
Exerpts of Resolutions adopted by the Boards of Directors of American Home Assurance Company and National Union Fire Insurance Company of Pittsburgh,
PA.on May 18, 1976:
"RESOLVED, that the Chairman of the Board,the President,or any Vice President be,and hereby is,authorized to appoint Attorneys-in-Fact to represent
and act for and on behalf of the Company to execute bonds,;undertakings,recognizances and other contracts of indemity and writings obligatory in the nature
thereof,and to attach thereto the corporate seal of the Company,in the transaction of its surety business;
"RESOLVED,that the signatures and attestations of such officers and the seal of the Company may be affixed to any such Power of Attorney or to any
certificate relating thereto by facsimile,and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seat shall be valid and
binding upon the Company when so affixed with.respect to any bored,undertaking,recognizance and other contract of indemnity and writing obligatory in the
nature thereof:
"RESOLVED, that any such Attorney-in-Pact delivering a secretarial certification that the foregoing resolutions still be in effect may insert in such
certification the date thereof,said date to be not later than the date of delivery thereof by such Attorney-in-Fact."
I,Elizabeth M.Tuck,Secretary of American Home Assurance Company and of National Union Fire Insurance Company of Pittsburgh,PA.do hereby certify.
that the foregoing exerpts of Resolutions adopted by the Boards of Directors of these;corporations,and the.Powers of Attorney issued pursuant thereto,are true
and correct,and that both the Resolutions and the Powers of Attorney are in full force and effect.
IN WITNESS WHEREOF,I hereunto set my hand and affixed the facsimile seal of each corporation
+i 31sthis Ati of 2009
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65166(4,196) Elizabeth hi."muck,Secretary