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03-033 De Anza Blvd. Advanced Traffic Mngmnt. SystemRECORDING REQUESTED BY City of Cupertino WHEN RECORDED MAIL TO City Clerk's Office City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3255 ~~iiiw~~~~i~i!ii~~nuu~~~iii~i~~~~~ :~` 1/~~} Pages 3 Fees.... ~ No Fees Taxes... Copies.. AMT PAID BRENDA DAVIS SI~NTA CLARA COUNTY RECORDER Recorded at the request of C ty RDE # 001 5/24/2004 935 AM (SPACE ABOVE THIS LINE FOR RECORDER'S USE) NO FEE INACCORDANCE WITH GOV. CODE 6103 CERTIFICATE Ole COMPLETION AND NOTICE OF ACCEPTAL\fCE OF COMPLETION DE ANZA BOULEVARD ADVANCED TRAFFIC MANAGEMENT SYSTEM (ATMS), PROJECT NO. 9534 ~~~ ~"?~ ~ d Original O For Fast Endorsement ,.~ °J CITY OF CUPEI~TINO City Hall 10300 Torre Avenue Cupertino, CA 95014-3255 (408) 777-3354 PUBLIC WORKS DEPARTMENT CERTIFICATE OF COMPLETION ANI) NOTICE OF ACCEPTANCE OF COMPLETION DE ANZA BOULEVARD ADVANCED TRAIFFIC MANAGEMENT SYSTEM (ATMS), PROJECT ]x0.9534 NOTICE IS HEREBY GIVEN THAT I, Ralph A. Qualls, Jr., Director of Public Works and City Engineer of the City of Cupertino, California, dc- hereby certify that the work and improvements in hereinafter described in the contract which was entered into, by, and between the City of Cupertino and VCI Telcom, Inc. on June 9, 2003, in accordance with the plans and specifications for said work, have been completed to my satisfaction and acceptance of completion was ordered on May 17, 2004. That said work and improvements consisted of furnishing all labor, materials, tools, and equipment required to complete said project, all as more partic~xlarly described in the plans and specifications for said project. Director of Public Works and ~~ity Engineer of the City of Cupertino Date: May 18, 2004 Printed on Recicled Paper VERIFICATION I have reviewed this Certificate of Completion and Notice of Acceptance of Completion. To the best of my knowledge, the information contained herein is true and complete. I verify under penalty of perjury under th~~ laws of the State of California, that the foregoing is true and correct. Executed on the 18th day of May, 2004 at Cupertino, California. ~~ ~ .~~~C~CI Administrative Clerk City of Cupertino °`r ' y: RECORDING REQUESTED BY City of Cupertino WHEN RECORDED MAIL TO City Clerk's Office City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3255 '~VI'V!'V~I~~'~^I~~NI~IN~~ Pages 3 Fees.... ~ No Fees Taxes... Copies.. AMT PAfD BREIv'DA DAV I S SANTA CLARA COUNTY RECORDER Recorded at the requesi of City RDE # 001 5/24/2004 9 35 AM (SPACE ABOVE THIS LINE FOR RECORDER'S USE) NO FEE IN ACCORDANCE WITH GOV CODE 6103 CERTIFICATE OIL COMPLETION AND NOTICE OF ACCEPTAI\ CE OF COMPLETION CUPERTINO ADAPTIVE TR~~FFIC CONTROL SYSTEM PROJECT )v0. 9535 Original D For Fast Endorsement ~, CITY OF CUPEf~TINO City Hall 10300 Torre Avenue Cupertino, CA 95014-3255 (408) 777-3354 PUBLIC WORKS DEPARTMENT CERTIFICATE OF COMPLETION ANI~ NOTICE OF ACCEPTANCE OF COMPLETION CUPERTINO ADAPTIVE TRA-FFIC CONTROL SYSTEM, PROJECT N0.9535 NOTICE IS HEREBY GIVEN THAT I, Ralph A. Qualls, Jr., Director of Public Works and City Engineer of the City of Cupertino, California, do hereby certify that the work and improvements in hereinafter described in the contract which was entered into, by, and between the City of Cupertino and Republic Electric on September 3, 2003, in accordance with the plans and specifications for said work, have been completed to my satisfaction and acceptan~~e of completion was ordered on May 17, 2004. That said work and improvements consisted of furnishing all labor, materials, tools, and equipment required to complete said project, all as more particularly described in the plans and specifications for said project. ~ C~,; ~,,~, ~,c u ~~ Director of Public Works and (~ity Engineer of the City of Cupertino Date: May 18, 2004 Printed on Rec~~cled Paper VERIFICATION I have reviewed this Certificate of Completion and Notice of Acceptance of Completion. To the best of my knowledge, the information contained herein is true and complete. I verify under penalty of perjury under th~~ laws of the State of California, that the foregoing is true and correct. Executed on the 18th day of May, 2004 at Cupertino, California. Administrative Clerk City of Cupertino CONTRACT FOR PUBLIC WORKS 0 3~ 6 ~~ This CONTRACT made on 1 0 - 01 - 0 $ by the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter called CITY, and VCI Telecom, Inc. hereinafter called CONTRACTOR. This contract upon execution supercedes the contract made for this project on June 9, 2003; that earlier contract thereby being made null and void. IT IS HEREBY AGREED by CITY and CONTRACTOR as follows: 1. THE CONTRACT DOCUMENTS. The complete contract consists of the following contract documents: a. Notice to Contractors, Proposal, Time of ComplE;tion, Estimated Quantities, Noncollusion Affidavit, Bidder Qualification Form, Subcontractors Form and Signature Form. b. Standard Specifications, General Provisions and ;ipecial Provisions. c. Plans and Specifications d. Faithful Performance and Labor & Material Bonc's e. Insurance Agreement, Certificate of Insurance, Endorsement of Primary Insurance, Additional Insured Endorsement, Endorsement of Aggregate Limits of Insurance per Project, Waiver of Subrogation Endorsement Worker's Compensal:ion Insurance and Notice of Policy Cancellation Endorsement. f. This Contract for Public Works. All of the above documents are intended to coopc;rate so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all of said documents. The documents comprising the complete contract ar~~ sometimes hereinafter referred to as the Contract Documents. In case of conflict between the Plans and the Specifications on the one hand, and this Contract on the other, the Plans and Specifications sh;~ll prevail. 2. THE WORK. CONTRACTOR agrees to furnish all of the tools, equipment, apparatus, facilities, labor, transportation and materials necessary to perform and complete in a good and working order, the work of installing and testing II cb~sed circuit television (CC7'T~ cameras, signal interconnect upgrades, fiber optic cable, pull boxes and communication equipment as called for, and in the manner designated in, and in strict conformity with, the Plans and Specifications prepared by the Engineer and adopted by CITY, which Plans and Specifications are entitled, respectively, DeAnZa Boulevard Advanced Traffic Management System (ATMs), Project No. 420-9534, and which Plans and Specifications are identified by the signatures of the parties to this Contract. It is understood and agreed that said tools, equipment, apparatus, fa~;ilities, labor, transportation and materials shall be furnished, and that said work shall be performeci and completed as required in said Plans and Specifications under the sole direction of CONTRACTOR, but subject to the inspection and approval of CITY, or its representative. CITY hereby designates ;is its representative for the purpose of this Contract the City Engineer, Ralph A. Qualls, Jr. 3. CONTRACT PRICE. CITY agrees to pay, and CONTRACTOR agrees to accept, in full payment for the work above agreed to be done, the sum of $.592,935.50 Uve hundred ninety-two thousand nine hundred thirty-five and SO/100 dollars subject to additions and/or deductions as provided in the Contract Documents, per Exhibit A attached hereto. 4. DISPUTES PERTAINING TO PAYMENT F~~R WORK. Should any dispute arise respecting tl~e true value of the work done, or any work omitted. or any extra work which CONTRACTOR may be required to do, or respecting the size of any payment to CONTRACTOR during the performance of this Contract, said dispute shall be determined either by reference to the Unit Prices bid, if applicable, or in accordance with agreement of prices, if applicable, or in accordance with the agreement of the parties, or in accordance with Section 6, paragraph "f' of the General Provisions. 5. PERMITS, COMPLIANCE WITH LAW. CONTRACTOR shall obtain and bear all expense for all necessary permits, licenses and easements for the construction of the project, give all necessary notices, pay all fees required by law, and comply with the laws, ordinances and regulations relating to the work and to the preservation of the public health and :safety. 6. INSPECTION BY THE CITY. CONTRACTOR shall at all times maintain proper facilities and provide safe access for inspection by CITY to all pants of the work, and to the shops wherein the work is in preparation. Where the Specifications require work to be specially tested or approved, it shall not be tested or covered up without timely notice to CITY of its readiness for inspection and without the approval thereof or consent thereto by CITY. Should any such work be covered up without such notice, approval, or consent, it must, if required by CITY, be uncovered for examination at CONTRACTOR'S expense. 7. EXTRA OR ADDITIONAL WORK AND CH~~NGES. Should CITY at any time during the progress of the work require any alterations, deviations, additions or omissions from the Plans and Specifications or the Contract Documents, CITY shall have the right to do so, and the same shall in no way affect or make void the Contract, but the cost or value thereof will be added to, or deducted from, the amount of the Contract price, as the case may be, by a fair and reasonable valuation, which shall be determined either by reference to the Unit Prices bid, if applicable, the Standard Specifications, or in accordance with the agreement of the parties. No extra work shall be performed or change be made except by a written order from CITY, duly authorized by resolution of the City Council, and by all agencies whose approval is required by law, stating that the extra work or change is authorized, and no claim for an addition to the Contract sum shall be valid unless so ordered. 8. CHANGES TO MEET ENVIItONMENTAL REQUIREMENTS. CITY shall have the right to make changes in this Contract during the course of construction to bring the completed improvements into compliance with environmental requirements or standards established by State and Federal statutes and regulations after the Contract has been awarded cr entered into. CONTRACTOR shall be paid for such changes eith~;r by reference to the Unit Prices bid, if applicable, or in accordance with the agreement of the parties. 9. TERMINATION, AMENDMENT OR MODIFICATION. This Contract may be terminated, amended or modified, with the mutual consent of the parties. The compensation payable, if any, for such termination, amendment or modification, shall be determined either by reference to the Unit Price bid, if applicable, the Standard Specifications, or in accordance with the agreement of the parties. 0. TIME FOR COMPLETION. All work under this Contract shall be completed in accordance with the Time for Completion section in the Proposal and the Specifications of this project. If CONTRACTOR shall be delayed in the work by the acts or neglect of CITY, or its employees, or those under it by contract or otherwise, or by changes ordered in the work, or by strikes, lockouts by others, fire, unusual delay in transportation, unavoidable casualties or any causes beyond CONTRACTOR'S control, or by delay authorized by CITY, or by any cause which CITY shall determine justifies the delay, then the time of completion shall be extended accordingly. This paragraph does not exclude the recovery of damages for delay by either party under other prop isions in the Contract Documents. 11. INSPECTION AND TESTING OF MATERIALS. CONTRACTOR shall notify CITY a sufficient time in advance of the manufacture, production or testing of materials to be supplied under this Contract, in order that CITY may arrange for mill, factory or laboratory inspection and testing of same. 12. TERMINATION FOR BREACH OR INSOLVENCY. If CONTRACTOR should be adjudged a bankrupt, or should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if CONTRACTOR or any subcontractor should violate any of the provisions of the Contract, CITY may serve written notice upon CONTRACTOR and CONTRACTOR'S surety of its intention to terminate the Contract. `.>uch notice shall contain the reasons for CITY'S intention to terminate the Contract, and unless within ten (10) days after serving of such notice, such violation shall cease and satisfactory arrangements for corrections thereof be made, the Contract shall, upon the expiration of said ten (10) days, cease and terminate. In the event of any such termination, CITY shall immediately serve notice thereof upon C'ONTRACTOR'S surety and CONTRACTOR, and the surety shall have the right to take over and perform the Contract; provided, however, that, if the surety within fifteen (15) days after the serving up~~n it of notice of termination does not give CITY written notice of its intention to take over and perform the Contract, or does not commence performance thereof within thirty (30) days from the date of the se-ruing of such notice, CITY may take over the work and prosecute the same to completion by contract, or by any other method it may deem advisable, for the account and at the expense of CONTRACTOR, and CONTRACTOR AND CONTRACTOR'S surety shall be liable to CITY for any excess cost occasioned by CITY thereby, and in such event CITY may, without liability for so doing, take possession of, and utilize in completing the work, such materials, appliances, plant and other property belonging to CONTRACTOR as may be on the site of the work and necessary therefor. 13. THE CITY'S RIGHT TO WITHHOLD CERTAIN AMOUNTS AND MAKE APPLICATION THEREOF. In addition to amounts which CITY may retain under other provisions of the Specifications until final completion and acceptance of all work covered by the Contract, CITY may withhold from payment to CONTRACTOR such an amount or amounts as in its judgment may be necessary to pay just claims against CONTRACTOR or subcontractors for labor and services rendered and materials furnished in and about the work. City may apply such withheld amount or amounts to the payment of such claims in its discretion. In doing so, CITY shall be deemed the agent of CONTJEtACTOR, and any payment so made by CITY shall be considered as a payment made under the Contract by CITY to CONTRACTOR, and CITY shall not be liable to CONTRACTOR for any payment made in g~~od faith. Such payment may be made without prior judicial determination of the claim or claims. With respect to any retention of payment by CITY to ensure performance of the Contract, CONTRACTOF: will be entitled to substitute securities as provided in Section 4590 of the California Government Code as more fully described in CITY'S Notice to Contractors. 14. NOTICE AND SERVICE THEREOF. Any notice from one party to the other under this Contract shall be in writing, and shall be dated and signed either by the party giving such notice, or by a duly authorized representative of such party. Any su~~h notice shall not be effective for any purpose whatsoever unless served in the following manner: (,a) if the notice is given to CITY, either by personal delivery thereof to the Engineer of CITY, or by depositing same in the United States mails, enclosed in a sealed envelope, addressed to CITY OF CUPERTINO; 10300 TORRE AVENUE; CUPERTINO, CA 95014; postage prepaid and certified; (b) if the notice is given to CONTRACTOR, either by personal delivery thereof to CONTRACTOR, or to CONTRACTOR'S duly authorized representative at the site of the project, or by depositing same in the United Staters mails enclosed in a sealed envelope, addressed to , VCI Telecom Inc., 4032 California Avenue, Carmic~/iael, CA 95608 postage prepaid and certified; and (c) if notice is given to CONTRACTOR'S surety or any other person, either by personal delivery thereof to CONTRACTOR'S surety or other person, or by depositing same in the United States mails, enclosed in a sealed envelope, addressed to CONTRACTOR'S surety or person, as the case may be, at the address of CONTRACTOR'S surety or the address of the pf:rson last communicated by such person to the party giving the notice, postage prepaid and certified. 15. ASSIGNMENT OF CONTRACT. Neitr~er the Contract, nor any part thereof, nor moneys due or to become due thereunder, shall be assigned by CONTRACTOR without the prior written approval of CITY. 16. COMPLIANCE WITH SPECIFICATIONS CIF MATERIALS. Whenever in the Specifications, any material or process is indicated or specified by patent or proprietary name, or by name of manufacturer, such Specifications must be met by CONTRACTOR, unless CITY agrees in writing to some other material, process or article offered by CONTRACTOR which is equal in all respects to the one specified. It shall be CONTRACTOR'S responsibility to prove equality of any such material, process or article offered as a substitution to the one(s) specified. 17. WORKER'S COMPENSATION IN5IJRANCE AND EMPLOYER'S LIABILITY INSURANCE. CONTRACTOR shall take out and maintain during the life of this Contract Worker's Compensation Insurance and Employer's Liability Insurance for all of CONTRACTOR'S employees employed at the site of the project. In case any work is sublet, CONTRACTOR shall require any and all subcontractors similarly to provide Worker's Compensation and Employer's Liability Insurance for all of the Tatter's employees unless such employees <<re covered by the protection afforded to the CONTRACTOR. In signing this Contract CONTRACTOR makes the Following certification, required by Section 1861 of the Labor Code: "I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for worker's compensation or to undertake self insurance in accordance with the provisions of the Labor Code;, and I will comply with such provisions before commencing the performance of the work of this Contract." 18. ACCIDENT PREVENTION. Precaution shall be exercised at all times for the protection of persons (including employees) and property. The safety provisions of applicable laws, building codes and construction codes shall be observed. Machinery, equipment and other hazards shall be guarded or eliminated in accordance with the safety provisions of the Construction and Safety Orders issued by the Industrial Accident Commission of the State of California. 19. CONTRACTOR'S RESPONSIBILITY FOat THE WORK. CONTRACTOR shall not be responsible for the cost of repairing or restorint; damage to the work caused by Acts of God. NEVERTHELESS, CONTRACTOR shall, if the insurance premium is a separate bid item, obtain the insurance to indemnify CITY for any damage to the work caused by Acts of God. "Acts of God" shall include only the following occurrences or conditions and effects: earthquakes and tidal waves, when such occurrences or conditions and effects have bee~i proclaimed a disaster or state of emergency by the President of the United States or by the Governor of 'the State of California, or were of a magnitude at the site of the work sufficient to have caused a proclamation of disaster or state of emergency having occurred in a populated area. Subject to the foregoing, CITY shall not, in any way or manner, be answerable or suffer loss, damage, expense or liability for any loss or damage that may happen to said building, work, or equipment or any part thereof, or in, on, or about the same during its construction and before acceptance. 20. CONTRACTOR'S GUARANTEE. CONTRACTOR unqualifiedly guarantees the first-class quality of all work and of all materials, apparatus an~i equipment used or installed by CONTRACTOR or by any subcontractor or supplier in the project w}-~ich is the subject of this Contract, unless a lesser quality is expressly authorized in the Plans and Specifications, in which event CONTRACTOR unqualifiedly guarantees such lesser quality; and that the work as performed by CONTRACTOR will conform with the Plans and Specifications or any written authorized deviations therefrom. In case of any defect in the work, materials, apparatus or equipment, whether latent or patent, revealed to CITY within one (1) year of the date of acceptance of completi~~n of this Contract by CITY, CONTRACTOR will forthwith remedy such defects without cost to CITY. P.O. No. 21. DEFERRED ALTERNATE SELECTION. The City reserves the right for the term of the Contract, the deferred selection of none, any or all <<lternate bid items at the bid price. The alternates chosen would be for any sites currently under construction or to be constructed in the future. IN WITNESS WHEREOF, the parties have exe~;uted this Contract, in duplicate, the day and year first hereinabove written. CITY OF CUPERTINO: !°~ f~~~ By: CITY A AGER Attest: City Cle Date: (/L~" /~_ , 2003 CONTRACTOR: VCI Telcom, Inc_ John Xan s- Vice Pr 'dent By: Notary ackno a gment is required. If a corporation, corporate seal and corporate notary acknowledgment and Federal Tax I.D. sire required. If not a corporation, a Soci~il Security No. is required. 76-0589274 Soci~~l Security # Federal Tax I.D. # APPROVED AS TO FORM: ~~. -~, ;/ City Attorney Contractor's License No. 7 6 5 71 6 PROJECT NAME & NUMBER: DeAnza Boulevard Advanced Traffic Management System (ATMS), Project No. 420-9534 CONTRACTOR'S NAME & ADDRESS: VCI Telecom, Inc. 4032 California Avenue, Carmichael, CA 95608 CONTRACT AMOUNT: $592,935.50 ACCOUNT NUMBER: 420-9534 FILE NO: 74,001.28 State of C: a l i f n r n i a County Of San Bernardino On ~D' ~-O~j before me, T ~a Vazquez (DATE) INAME/TITIE OF OFFICI:R•i.e.'JANE DOE, NOTARY PUBLIC'1 personally appeared `~n~j ~-f'l-~'~iIOS INA EISI OF SIGN RI::11 [~ personally known to me -OR- ^ ~, TERESA VAZQUEZ COMM. #1372654 d~ NOTARY PUBLIC - CALIFORNIA ~J SAN BERNARDINO COUNTY m My Comm. Expires Aug. 31, 2008 (SEAL) proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Is/are subscribed to the within instrument and acknowledged to me that he/shl:/they executed the same in his/her/their authorized capacity(ies), and tl~at by his/her/their signarurels) on the instrumentthe person(sl, or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my h~lnd and official seal. 1 IGNATURE OF N A ATTENTION NOTARY The information requested below and in the column to the right is OPTIONAL. Recording of this document is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any unauthorized document. THIS CERTIFICATE Tide or Type of Document ~ C,;~~P'e'r-h ~ MUST BE ATTACHED TO THE DOCUMENT Number of Pages ~_ Date of Document _ I ~~ ~ ' p3 DESCRIBED AT RIGHT: Sipnerls) Other Than Named Above RIGHT THUMBPRINT (Optbnal) CAPACITY CLAIMED BY SIGNERIS) ^INDIVIDUALIS) CORPORATE OFFICERIS) (~Ge- f ~~lC~~ Intt,;sl ^PARTNERIS) ^LIMITED ^GENERAL ^ATTORNEY IN FACT ^TRUSTEEISI ^ GUARDIAN/CONSERVATOR ^oTHEa: SIGNER tS REPRESENTING: (Name of Personls) or Entity11ss) VCS ~~~Com~ ~nc RIGHT THUMBPRINT IOptanaq CAPACITY CLAIMED BY SIONERI5) OINOIVIDUALIS) ^CORPORATE OFFICERIS) mnFSl ^PARTNERIS) ^LIMITEO ^GENERAL ^ATTORNEY IN FACT ^TRUSTEEIS) ^GUAROIANlCONSERVATOR ^OTHER: SIGNER IS REPRESENTING: (Name of Personls- or Entity11es) WOLCOTTS FORM 83240 Rev. 3-94 Ipriee class 8-2A1 1994 WOLCOTTS FORMS, INC. ALL PURPOSE ACKNOWLEDGMENT WITH SIGNER CAPACITYlREPRESENTATION/TWO FINGERPRINTS ~~~mm~iWU~I~, CONTRACT FOR PUBLIC WORKS This CONTRACT made on �► O by the CITY OF CUPERTINO, a municipal corporation of the State of California, hereinafter called CITY, and VCI Telecom, Inc hereinafter called CONTRACTOR. IT IS HEREBY AGREED by CITY and CONTRACTOR as follows: 1. THE CONTRACT DOCUMENTS. The complete,.contract consists of the following contract documents: a. Notice to Contractors, Proposal, Time of Completion, Estimated Quantities, Noncollusion Affidavit, Bidder Qualification Form, Subcontractors Form and Signature Form. b. Standard Specifications, General Provisions and Special Provisions. c. Plans and Specifications d. Faithful Performance and Labor&Material Bends e. Insurance Agreement, Certificate of Insurance, Endorsement of Primary Insurance, Additional Insured Endorsement, Endorsement of Aggregate Limits of Insurance p8r Project, Waiver of Subrogation Endorsement Worker's Compensation Insurance and Notice of Policy Cancellation Endorsement. f. This Contract for Public Works. i All of the above documents are intendl d to.cooperate so that any work called for in one and not mentioned in the other, or vice versa, is-to be executed the same as if mentioned in all of said documents. The documents comprising the complete contract are sometimes hereinafter referred to as the Contract Documents. In case of conflict between the Plans and the Specifications on the one hand, and this Contract on the other, the Plans and Specification shall prevail. 2. THE WORK. CONTRACTOR agrees to furnish all of the tools, equipment, apparatus, facilities, labor, transportation and materials necessary to perform and complete in a good and working order, the work of installing and testing 11 .closed circuit television (CCTV) cameras, signal interconnect upgrades,fiber optic cable,pull boxes and communication equipment as called for,and in the manner designated in, and in strict conformity with, the Plans and Specifications prepared by the Engineer and adopted by CITY, which Plans and Specifications are entitled, respectively., DeAnza Boulevard Advanced Traffic Management System (ATMS), Project No. 420-9534, and which -Plans and Specifications are identified by the signatures of the parties to this.Contract. It is understood and agreed that said tools, equipment, apparatus;, facilities, labor, transportation and materials shall be furnished, and that said work shall be performed and completed as required in said Plans and Specifications under the sole direction of CONTRACTOR, but subject to the inspection and approval of CITY, or its representative. CITY hereby designates as its representative for the purpose of this Contract the City Engineer, Ralph A. Qualls,Jr. 3. CONTRACT PRICE. CITY agrees to pay, and CONTRACTOR agrees to accept, in full payment for the work above agreed to be done, the sum of $652,935.50 (six hundred fifty-two thousand nine hundred thirty-five dollars and fifty1100) subject to additions and/or deductions as provided in the Contract Documents, per Exhibit A attached hereto. c 4. DISPUTES PERTAINING TO PAYMENT FOR WORK. Should any dispute arise respecting the true value of the work done, or any work omitted, or any extra work which CONTRACTOR may be required to do, or respecting the size of any payment to CONTRACTOR during the performance of this Contract, said dispute shall be determined either by reference to the Unit Prices bid, if applicable,or in accordance with agreement of prices, if.applicable, or in accordance with the agreement of the parties, or in accordance with Section 6, paragraph'T' of the General Provisions. 5. PERMITS, COMPLIANCE WITH LAW. CONTRACTOR shall obtain and bear all expense for all necessary permits, licenses and easements for the construction of the project, give all necessary notices,pay all fees required by law, and comply with the laws, ordinances and regulations relating to the work and to the preservation of the public health and safety. 6. INSPECTION BY THE CITY. CONTRACTOR shall at all times maintain proper facilities and provide safe access for inspection by CITY to all parts of the work, and to the shops wherein the work is in preparation. Where the Specifications require work to be specially tested or approved, it shall not be tested or covered up without timely notice to CITY of its readiness for inspection and without the approval thereof or consent thereto by CITY. Should any such work be covered up without such notice, approval, or consent, it must, if required by CITY, be uncovered for examination at CONTRACTOR'S expense. 7. EXTRA OR ADDITIONAL WORK AND C HANGES. Should CITY at any time during the progress of the work require any alterations, deviations, additions or omissions from the Plans and Specifications or the Contract Documents, CITY shall have the right to do so, aAd the same shall in no way affect or make void the Contract, but the cost or value thereof will be added to, or deducted from, the amount of the Contract price, as the case may be, by a fair and reasonable valuation, which shall be determined either by reference to the Unit Prices bid, if applicable, the Standard Specifications, or in accordance with the agreement of the parties. . No extra work shall be performed or change be made except by a written order from CITY, duly authorized by resolution of the City Council, and by all agencies whose approval is required by law, stating that the extra work or change is authorized, and no claim for an addition to the Contract sum shall be valid unless so ordered. 8. CHANGES TO.MEET ENVIRONMENTAL REQUIREMENTS. CITY shall have the right to make changes in this Contract during the course of construction to bring the completed improvements into compliance with environmental requirements or standards established by State and Federal statutes and regulations after the Contract has been awarded or entered into. CONTRACTOR shall be paid for such changes either by reference to the Unit Prices bid, if applicable, or in accordance with the agreement of the parties. 9. TERMINATION, AMENDMENT OR MODIFICATION. This Contract may be terminated, amended or modified, with the mutual consent of the parties. The compensation payable, if any, for such termination, amendment or modification, shall be determined either by reference to the Unit Price bid, if applicable, the Standard Specifications, or in accordance with the agreement of the parties. 10. TIME FOR COMPLETION. All work under this Contract shall be completed in accordance with the Time for Completion section in the Proposal and the Specifications of this project. If CONTRACTOR shall be delayed in the work by the acts or neglect of CITY, or its employees, or those under it by contract or otherwise, or by changes ordered in the work, or by strikes, lockouts by others, fire, unusual delay in transportation, unavoidable casualties or any causes beyond CONTRACTOR'S control, or by delay authorized by CITY, or by any cause which CITY shall determine justifies the delay, then the time of completion shall be extended accordingly. This paragraph does not exclude the recovery of damages for delay by either party under other provisions in the Contract Documents. 11. INSPECTION AND TESTING OF MATERIALS. CONTRACTOR shall notify CITY a sufficient time in advance of the manufacture,production or testing of materials to be supplied under this Contract, in order that CITY may arrange for mill, factory or laboratory inspection and testing of same. 12. TERMINATION FOR BREACH OR INSOLVENCY. If CONTRACTOR should be adjudged a bankrupt, or should make a general assignment for the benefit of creditors, or if a receiver should be appointed on account of insolvency, or if CONTRACTOR or any subcontractor should violate any of the provisions of the Contract, CITY may serve written notice upon CONTRACTOR and CONTRACTOR'S surety of its intention to terminate the Contract. Such notice shall contain the reasons for CITY'S intention to terminate the Contract, and unless within ten (10) days after serving of such notice, such violation shall cease and satisfactory arrangements for corrections thereof be made, the Contract shall, upon the expiration of said ten (10) days, cease and terminate. In the event of any such termination, CITY shall immediately serve notice thereof upon CONTRACTOR'S surety and CONTRACTOR, and the surety shall have the right to take over and perform the Contract; provided, however, that, if the surety within fifteen (15) days after the serving upon it of notice of termination does not give CITY written notice of its intention to take over and perform the Contract; or does not commence performance thereof within thirty (30) days from the date of the serving of such notice, CITY may take over the work and prosecute the same to completion by contract, or by any other method it may deem advisable, for the account and at the expense of CONTRACTOR, and CONTRACTOR AND CONTRACTOR'S surety shall be liable to CITY for any excess cost occasioned by CITY thereby, and in such event CITY may, without liability for so doing, take possession ol.', and utilize in completing the work, such materials, appliances, plant and other property belonging to(CONTRACTOR as may be on the site of the work and necessary therefor. 'i 13. THE CITY'S RIGHT TO WITHHOLD CIERTAIN AMOUNTS AND MAKE APPLICATION THEREOF. In addition to amounts which CITY may retain under other provisions of the Specifications until final completion and acceptance of all work covered by the Contract, CITY may withhold from payment to CONTRACTOR such an amount or amounts as in its judgment may be necessary to pay just claims against CONTRACTOR or subcontractors for labor and services rendered and materials furnished in and about the work. City may apply such withheld amount or amounts to the payment of such claims in its discretion. In doing so, CITY shall be deemed the agent of CONTRACTOR, and any payment so made by CITY shall be considered as a payment made under the Contract by CITY to CONTRACTOR, and CITY shall not be liable to CONTRACTOR for any payment made in good faith. Such payment may be made without prior judicial determination of the claim or claims. With respect to any retention of payment by CITY to ensure performance of the Contract, CONTRACTOR will be entitled to substitute securities as provided in Section 4590 of the California Government Code as more fully described in CITY'S Notice to Contractors. 14. NOTICE AND SERVICE THEREOF. Any notice from one party to the other under this Contract shall be in writing, and shall be dated and signed either by the party giving such notice, or by a duly authorized representative of such party. Any such notice shall not be effective for any purpose whatsoever unless served in the following manner: (a) if the notice is given to CITY, either by personal delivery thereof to the Engineer of CITY, or by depositing same in the United States mails, enclosed in a sealed envelope, addressed to CITY OF CUPER.TINO; 10300 TORRE AVENUE; CUPERTINO, CA 95014; postage prepaid and certified; (b) if the notice is given to CONTRACTOR, either by personal delivery thereof to CONTRACTOR, or to CONTRACTOR'S duly authorized representative at the site of the project, or by depositing same in the United States mails enclosed in a sealed envelope, addressed to , VCI Telecom, Inc., 4032 California Avenue, Carmichael, CA 95608 postage prepaid and certified; and (c) if notice is given to CONTRACTOR'S surety or any other person, either by personal delivery thereof to CONTRACTOR'S surety or other person, or by depositing same in the United States mails, enclosed in a sealed envelope, addressed to CONTRACTOR'S surety or person, as the case may be, at the address of CONTRACTOR'S surety or the address of the person last communicated by such person to the party giving the notice,postage prepaid and certified. 15. ASSIGNMENT OF CONTRACT. Neither the Contract, nor any part thereof, nor moneys due or to become due thereunder, shall be assigned by CONTRACTOR without the prior written approval of CITY. 16. COMPLIANCE WITH SPECIFICATIONS OF MATERIALS. Whenever in the Specifications, any -material or process is indicated or specifited by patent or proprietary name, or by name of manufacturer, such Specifications must be met by CONTRACTOR, unless CITY agrees in writing to some other material, process or article offered by CONTRACTOR which is equal in all respects to the one specified. It shall be CONTRACTOR'S responsibility to prove equality of any such material, process or article offered as a substitution to the one(s) specified. 17. WORK_ ER'S COMPENSATION INSURANCE AND EMPLOYER'S LIABILITY INSURANCE. CONTRACTOR shall take out and maintain during the life of this Contract Worker's Compensation Insurance and Employer's Liability Insurance for all of CONTRACTOR'S employees employed at the site of the project. In case any work is sublet, CONTRACTOR shall require any and all subcontractors similarly to provide Worker's Compensation and Employer's Liability Insurance for all of the latter's employees unless such employees are covered by the protection afforded to the CONTRACTOR. In signing this Contract CONTRACTOR makes the following certification, required by Section 1.861 of the Labor Code: "I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for worker's compensation or to undertake self insurance in accordance with the provisions of the Labor Code, and I will comply with such provisions before commencing the performance of the work of this Contract." 18. ACCIDENT PREVENTION. Precaution shall be exercised at all times for the protection of persons (including employees) and property. The safety provisions of applicable laws, building codes and construction codes shall be observed. Machinery, equipment and other hazards shall be guarded or eliminated in accordance with the safety provisions of the Construction and Safety Orders issued by the Industrial Accident Commission of the State of California. 19. CONTRACTOR'S RESPONSIBILITY FOR THE WORK. CONTRACTOR shall not be responsible for the cost of repairing or restoring damage to the work caused by Acts of God. NEVERTHELESS, CONTRACTOR shall, if the insurance premium is a separate bid item, obtain the insurance to indemnify CITY for any damage to the work caused by Acts of God. "Acts of God" shall include only the following occurrences or conditions and effects: earthquakes and tidal waves, when such occurrences or conditions and effects have been proclaimed a disaster or state of emergency by the President of the United States or by the Governor of the State of California, or were of a magnitude at the site of the work sufficient to have caused a proclamation of disaster or state of emergency having occurred in a populated area. Subject to the foregoing, CITY shall not, in any way or manner, be answerable or suffer loss, damage, expense or liability for any loss or damage that may happen to said building, work, or equipment or any part thereof, or in, on, or about the same during its construction and before acceptance. 20. CONTRACTOR'S GUARANTEE. CONTRACTOR unqualifiedly guarantees the first-class quality of all work and of all materials, apparatus and equipment used or installed by CONTRACTOR or by any subcontractor or supplier in the project which is the subject of this Contract, unless a lesser quality is expressly authorized in the Plans and Specifications, in which event CONTRACTOR unqualifiedly guarantees such lesser quality; and that the work as performed by CONTRACTOR will conform with the Plans and Specifications or any written authorized deviations therefrom. In case of any defect in the work, materials,apparatus or equipment, whether latent or patent, revealed to CITY within one (1) year of the date of acceptance of completion of this Contract by CITY, CONTRACTOR will forthwith remedy such defects without cost to CITY. '1 P.O. No.,93a 21. DEFERRED ALTERNATE SELECTION. The City reserves the right r`lh' r`~ � Vm , Contract, the deferred selection of none, any or all alternate bid items at the bid pr--iee The-alternates chosen would be for any sites currently under construction or to be constructed in the future. IN WITNESS WHEREOF, the parties have executed this Contract, in duplicate, the day and year first hereinabove written. CITY OF CUPERTINO: CONTRACTOR: V C I T e.l c o:m, I n•c Y: - CITY MANAGM Al Ruiz By: Attest:/ Notary acknowledgment is required. If a City Cle k corporation, corporate seal and corporate notary acknowledgment and Federal Tax I.U. are required. If not a corporation, a Date: U14u— , 2003 Social Security No. is re i t / 6-05$9 2 7 4 Social Security# 7 Federal Tax I.D. # APPROVED AS TO FO Contractor's License No. 765716 City rney ' PROJECT NAME&NUMBER: DeAnza Boulevard Advanced Traffic Management System (ATMS), Project No. 420-9534 CONTRACTOR'S NAME&ADDRESS: VCI Telccom,Inc., 4032 California Avenue, Carmichael, CA 95608 CONTRACT AMOUNT: $652,935.50 ACCOUNT NUMBER: 420-9534 FILE NO: 74,001.28 State of C a l if o r n i a RIGHT THUMBPRINT(Optional) County Of San Bernardino On "2°�'O3 � before me, T'PrPsa Vazquez. (DATE) INAME/TITLE OF OFFICER-i.e.-JANE DOE,NOTARY PUBLIC'1 d personally appeared � J (`Z (NAME(S)OF S(GNER(S)) CAPACITY CLAIMED BY SIGNER(S) ❑INDIVIDUAL(S) gCORPORATE ® personally known to me -OR- 1:1 roved, to me on the OFFICERIS) �-� basis of satisfactory ❑PARTNER(S) ❑LIMITED evidence to be the ❑GENERAL persons) whose name(s) ❑ATTORNEY IN FACT Is/are subscribed to the ❑TRUSTEE(S) within instrument and ❑GUARDIAN/CONSERVATOR acknowledged to me that ❑OTHER: he/:;he/they executed the same in his/her/their authorized capacity(ies), SIGNER IS REPRESENTING: and that by his/her/their (Name of Parson(s)or Entitylies) signature(s) on the 7 z�co instrument theperson(s), � nom, (hc . or the entity upon behalf of which the person(s) TERESA VAZQ'UEZI act(;d, executed the COMM.#1372654 d instrument. RIGHT THUMBPRINT(Optional) NOTARY PUBLIC-CALIFORNIA U SAN BERNARDWO COUNTY 14 MVrrown.Exy"maAjug.31,2006 g Witness my hand and official seal. t Va(SEAL) d 0 (SIGNATURE OF NOTA ) CAPACITY CLAIMED BY SIGNER(S) ❑INDIVIDUAL(S) ❑CORPORATE ATTENTION NOTARY OFFICER(S) The information requested below and in the column to the right is OPTIONAL. (TITLES) Recording of this document is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any ❑PARTNER(S) ❑LIMITED unauthorized document. ❑GENERAL ( ❑ATTORNEY IN FACT THIS CERTIFICATE Title or Type of Document — ( ❑TRUSTEEIS) MUST BE ATTACHED r, �L ❑GUARDIAN/CONSERVATOR TO THE DOCUMENT Number of Pages_ Date of Document_ 'l .7 ❑OTHER: DESCRIBED AT RIGHT: Signer(s)Other Than Named Above SIGNER IS REPRESENTING: (Name of Person(s)or Entity(ies) WOLCOTTS FORM 63240 Rev.3.94(price class 8.2A) 01994 WOLCOTTS FORMS,INC. ALL PURPOSE ACKNOWLEDGMENT WITH SIGNER CAPACITY/REPRESENTATIONMIVO FINGERPRINTS IIIIIIIII VIII I IIIIIII j 7 67775 63240 8 INSURANCE FORMS INSTRUCTIONS FOR ITEMS 3, 4 AND 5, THE FORMS PROVIDED BY THE. CITY OF CUPERTINO MUST BE USED. FORMS OTHER THAN THESE WILL NOT BE ACCEPTED. ALL DOCUMENTS MUST BE ORIGINALS - SUBMIT IN TRIPLICATE 1. Insurance Agreement- Must be signed by Contractor. 2. Certificate of Insurance to the City of Cupertino - must be completed by the insurance agent or must provide a certificate on the company's form. They must contain the same information. 3. Endorsement of Additional Insured and Primary Insurance and Notice of Cancellation - must be signed by the insurance agent for general liability and automobile liability only. 4. Comprehensive general liability/commercial general liability endorsement of aggregate limits of insurance per project must be signed by the insurance agent for general liability only. 5. Waiver of subrogation endorsement worker's compensation insurance - must be signed by the insurance agent for worker's compensation only. . 1 Of CUPERTINO INSURANCE AGiR.EEMENT A. Contractor is aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for worker's compensation or undertake self-insurance in accordance with the provisions of that Code, and will comply with such provisions before commencing the performance of the work of this Contract. B. Contractor and all subcontractors will carry worker's compensation insurance for the protection of its employees during the progress of the work. The insurer shall waive its rights of subrogation against the City, the City's officers, agents and employees and shall issue an endorsement to the policy evidencing same. C. Contractor shall carry at all times, on all operations hereunder, commercial general liability insurance, automobile liability insurance and builder's all risk insurance. All insurance coverage shall be in amounts required by the City and shall be evidenced by the issuance of a certificate in a form prescribed by the City and shall be underwritten by insurance companies satisfactory to the City for all operations, sub-contract work, contractual obligations, product or completed operations, all owned vehicles and non-owned vehicles. Said insurance coverage obtained by the Contractor, excepting worker's compensation coverage, sli,�dl name the City, its engineer, and each of its directors, officers, agents and employees, as determined by the City, as additional insureds on said policies. Insurers must be licensed to do business in the State of California. The Insurers must also have an "A" policyholder's rating and a financial rating of at least Class VII in accordance with the current Best's Guide Rating. D. Before Contractor performs any work at., or prepares or delivers materials to, the site of construction,-Contractor shall furnish certificates of insurance evidencing the foregoing insurance. coverages and such certificates shall provide the name and policy number of each carrier and policy and that the insurance is in force and will not be canceled or modified without thirty (30) days written notice to the City. Contractor shall maintain all of the foregoing insurance coverages in force until the work under this Contract is fully completed. The requirement for carrying the foregoing insurance shall not derogate from tP1e provisions for indemnification of the City by Contractor under this Contract and for the duration of the warranty period. Notwithstanding nor diminishing the obligations of Contractor with respect to the foregoing, Contractor shall maintain in full.force and effect during the life of this Contract, the following insurance in amounts not less than the amounts specified and issued by a company admitted in California and having a Best's Guide Rating of A, Class VII or better. LIMITS Worker's Compensation In accordance with the Worker's Compensation &Employers' Liability Act of the State of California—Worker's comp— "statutory"per CA Law; Employers' Liability— $1,000,000 per occurrence. Insurance Agreement Page 1 of 2 General Liability - commercial general liability; Combined single limit of$1.0 million per including provisions for contractual liability, occurrence; $2.0 million in the aggregate. personal injury, independent contractors and products—completed operations hazard. Automobile Liability - comprehensive covering Combined single limit of$1.0 million per owned, non-owned and hired automobiles. occurrence. Consultants only: Errors and Omissions liability. $1.0 million per occurrence. �C Z 1 1c By:1��A (Contractor's Name)- _ Dated: , 20 0-3- Insurance Agreement Page 2 of 2 Ma!d_`01 03 02: 30p VCI , Telcom 916-944-4324 p. 6 PUBLIC WORKS ` MAY 16 2003 QTY OF CUPEkTINO CERTIFICATE OF INSURANCE TO THE CITY OF CUPERTINO This certifies to the City of Cupertino that the following described policies have been issued to the insured named below and are in force at this time:. Insured: VCI Telcom, Inc. _ Address: 1921 W. 11th St. _ Upland, CA 9178.6 Description of operations/locations/products insured (show contract name and/or number, if any): Project #420-9534 WORKER'S COMPENSATION * Statutory:Min. * Employer's Old Republic Insurance- Co. Liability (name of insurer) $ 11000,000 $ 1,000,000 $ 1,000,000 Insurance Company's State License No. _ Check Policy Type: Each Occurrence $ 750-1000* ]Q LIABILITY [x] Premises/Operations General Aggregate $ 1, 750,000* (if applicable) [x] Owners &Contractors Protective Aggre ate Products- $1,750,000* I[X] Contractual for Specific Com��A Agg Contract subject to terms, Personal Injury $750,000* $ -condit_ions & exclusions of the policy [X] Products Liability 1X] XCU Hazards [X] Broad Form P.D. Fire :Damage (any one fire) $750,000* [X] Severability of Interest Clause [X] Personal Injury with Medical Expense $ Excluded Employee Exclusion Removed (any one person) or Self-Insured COMN ERCIAL GENERAL LIABILITY Retention $250,000 *excess of Self-Insured Retention Old Republic Insurance Co. (name of insurer) Policy No. MWZY5.5 7 34 Expiration Date 8/1/05 Certificate of Insurance Agreement Page 1 of 2 May '01 03 02: 31p VCI- Telcom 9,16-944-4324 p. 7 AUTOMOTIVE/VEHICLE LIABILITY BODILY INJURY PROPERTY DAMAGE Commercial Form Each Person Each Accident Liability Coverage Each Accident Old Republic Insurance Co. (name of insurer) or Combined Single Limit $ 1,000,000 Policy No. MWTB 185 9 7 Expiration Late 8/1/05 A copy of all Endorsements to the policy(ies) which in any way (agent's initial) Emit the above-Iisted types of coverage are attached to this Certificate of Insurance. This Certificate of Insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or any other document with respect to which this Certificate of Insurance Tay be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. IT IS HEREBY CERTIFIED that the above policy(ies) provide liability insurance as required by the Agreement between the City and the insured. By. 'u'y` �/!� Dated: 5/13/03 20 Attach Certificate of Insurance and Additional Insured Endorsement on company forms. May '01 03 0`2: 31p VCI Telcom 91,6-944-4324 p. 8 sm CITY Of CUPEl,T1NO ADDITIONAL INSURED ENDORSEMENT and ENDORSEMENT OF )PRIMARY INSURANCE ztnd NOTICE OF POLICY CANCELLATION ENDORSEMENT Project Title and Number: Project #420-9534 In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto, it is agreed as follows: The City of Cupertino ("City") and its directors, officers, engineers, agents and employees, and all public agencies from whom permits will be obtained and their directors, officers, engineers, agents and employees are hereby declared to be additional insureds under the terms of this policy, but only with respect to the operations of the Contractor at or upon any of the premises of the City in connection with the Contract with the City, or acts or omissions of the additional insureds in connection with, but limited to its general superv�:sion or inspection of said operations. The insurance afforded by this policy is primary insurance, and no additional insurance held or owned by the designated additional insured(s) shall be called upon to cover a loss under said additional policy. Cancellation Notice. The insurance afforded by this policy shall not be suspended, voided, canceled, reduced in coverage or in limits, or materially altered, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City of Cupertino ("City"). Such notice shall be addressed to the City as indicated below. POLICY INFORMATION 1. Insurance Company: Old Republic Insurance Company P _ MWZY55734 2. Insurance Policy Number: MWTB18597 - 3. Effective Date of this Endorsement: 5/13/03 20 03 Additional Insured and Primary Insurance and Notice of Cancellation Endorsement Page 1 of 2 May 'O1 03 - 02: 31p VCl I ;Telcom 9i,:6-944-4324 p. 9 4. Insured: VCI Telcom, Inc. All notices herein provided to be given by the Insurance Company to the City in connection with this policy and these Endorsements, shall be ni�uled to or delivered to the City at 10300 Torre Avenue; Cupertino, California 95414. Edward C. Benedix I, (print/type name) warrant that I have authority to bind the below listed Insurance Company and by my signature hereon do so bind this Company. Signature of Authorize p d Re resentative: i c' - - (Original signature required on all Endorsements furnished to the District) Names of Agent/Agency: John L. Wortham & Son, L.L.P. Title: Associate Partner Address: 2727 Allen Pkwy. (713) 526-3366 _ Telephone: Houston, TX 77019 Facsimile: (713) 521-1951 Additional Insured and Primary Insurance and Notice of Cancelladon Endorsement Page 2 of 2 May 'O1 03 02: 31p VCT- Telcom 91.5-944-4324 P. 10 SM CITY OF CUPERTINO COMPREHENSIVE IsENERAL LIABILITY COMMERCIAL GENERAL LIABILITY ENDORSEMENT OF AGGREGATE LIMITS OF INSURANCE 13ER PROJECT Project Title and Number: Project #420-9534 In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto, it is as follows: This Endorsement modifies the insurance provided under the General Liability Coverage part of the below-referenced policy of insurance. The general aggregate limit under LIMITS OF INSURANCE applies separately to the project described as POLICY INFORMATION 1. Insurance Company: Old Republic Insurance Co. MWZY55734 ' 2. Insurance Policy Number: _ 3. Effective Date of this Endorsement: 5/13/03 20 03 4. Insured: VCI Telcom, Inc. ' 5. Additional Insured: City of Cupertino,its dirmtors, officers,agents and employees. All notices herein provided to be given by the Insurance Company to the City in connection with this policy and this Endorsement, shall be mailed to or delivered to the City at 10300 Torre Avenue; Cupertino,California 95014. I Edward C. Benedix (print/type name) warrant that I have authority to bind the below listed Insurance Company and by my signature hereon do so bind this Company. Signature of Authorized Re resentative: . , _ (Original signature required on all Endorsements furnished to the Dist ''ct) Names of Agent/Agency: John L. Wortham & Son, L.L„P. Title: Associate Partner Address: 2727 Allen Parkway _ Telephone: (713) 526-3366 Houston, TX 77019 Facsimile: (713) 521-1951 May '01 03 02: 31p VCL , Telcom 9.1.,6-944-4324 p. 11 CITYOF CUPEkTINO WAIVER OF SUBROGATION ENDORSEMENT WORKER'S COMPEPTSATION INSURANCE Project Title and Number: Project #420-9534 In consideration of the policy premium and notwithstanding any inconsistent statement in the policy to which this Endorsement is attached or any other Endorsement attached thereto, it is agreed as follows: It is agreed that with respect to such insu:nince as is afforded by the policy, the Insurance Company waives any right of subrogation against the City of Cupertino, and each of its directors, officers, agents, consultants and employees by reason of any payment made on account of injury, including death resulting. therefrom, sustained by any employee of the insured, arising out of the performance of the above-referenced Contract. POLICY INFORMATION s Old Republic Insurance Company 1. Insurance Company: _ - 2. Insurance Policy Number: MWC108554 00 3. Effective Date of this Endorsement: 5/13/03 20 03 4. Insured: VCI Telcom, Inc. All notices herein provided to be given by the Insurance Company to the City in connection with this policy and this Endorsement, shall be mailed to or delivered to the City at 10300 Torre Avenue; Cupertino, California -95014. L Edward C. Benedix - (print/type name) warrant that I have authority to bind the below listed Insurance Company and by my signature hereon do so bind this Company. l Signature of Authorized Representative: �-- (Original signature required on all Endorsements furnished to the District) Names of Agent/Agency: John L. Wortham & Son, L.L.P. Title: Associate Partner 2727 Allen Parkway (713) 526-3366 Address: _ Telephone: Houston, TX 77019 Facsimile: (713) 521-1951 Bond No�,88-62-52 .FAITHFUL PERTORitiLANCE BOND KNOW ALL N1EN BY THESE PRESENT: THAT jVE, VCI Telcom, Inc. Principal, (contractor's name) as and Federal Insurance Company Surety, (bonding company's name) as are held and firmly bound unto the City of Cupertino, State of California, in the sum of Six Hundred Fifty Two Thousand Nine Hundred Thirty Five & 50/100--($652,935.50) lawful money of the United States, for the payment of which will and truly to be made, we bind ourselves, our heirs, executors, successors and assigns,jointly and severally,firmly by these presents_ THE CONDITION of the foregoing obligation is such that, WHEREAS, the Principal has ent+.red into a contract with the City dated S ^ (.O f0-2-1-with the obligee to do and perform the following work to-wit: Project No. 420-9534 De Anza Blvd Advanced Traffic Nanagement System NOW, THEREFORE, if the said principid shall well and truly perform the work contracted to be performed under said contract, then this obligation shall be void; otherwise to remain in full force and effect. IN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety this ( _day of M0 -)00-3 (To be signed by Principal and Surety,Notary ack:notvledgment required) CONTRACTOR vci Telcom, Inc. Princig l- JOHN XANTHOS VICE PRESIDENT F&decal Insurance Company Surety Jtreet Address: 15 Mountain View Drive City, State,Zip warren N1 07061-1615 By: -Dilynn Cu o y-In-Fact The above bond is accepted and approved this L2-day of MA , 20173. Faithful Performance Bond Page 1 of 1 t �1ond No. 8188-62-52 PAYNIF,NT BOND KNOW ALL MEN BY THESE PRESENT: WHEREAS, the City of Cupertino, State of California, and VCI Telcom, Inc. 1921 W. 11th Street, upland, CA 91786 hereinafter designated as "Principal"have entered into or are about to enter into a contract providing for the installation, construction, and erection by Principal or Project No 420-95344, De Anza Blvd. Advanced Traffic Management System more particularly described in said contract; and incorporated herein by reference. WHEREAS, said principal is required ro furnish a bond in connection with said contract, providing that if said Principal, or any of his or its subcontractors, shall fail to pay for materials, provisions, provender or other supplies or teams used in, upon, for or about the performance of work contracted to be done, or for any work or labor done thereon of any kind, the Surety on said bond shall pay the same to the extent hereinafter set forth; NOW,THEREFORE, WE, VCI Telcom, Inc. as Principal, (contractor's name) and Federal Insurance Company _ as Surety, (bonding company's name) firmly bind ourselves, our executors, administrators, successors and assigns,jointly and severally, unto the City of Cupertino, and any and all inaterialmen, persons, companies, or corporations famishing materials, provisions, provender or other supplies used in, upon, for or about the performance of the aforesaid work contracted to be executed or performed under the contract hereinabove mentioned, and incorporated herein by reference, and all persons, companies or corporations lending or hiring teams, implements or machinery, for or contributing to said work to be done, and all persons who perform work or labor upon the same, and all persons who supply both work and materials, whose claim has not been paid by Principal or by any other person, in the just and full sure of ' Six Hundred Fifty Two Thousand Nine Hundred Thirty Five & 50/100---($652,93.00) THE CONDITION OF THIS OBLIGATION IS SUCH THAT if said principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay for any materials, provisions, provender or other supplies or teams used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, or any and all dama-*es arising under the original contract, then said Surety will pay the same and also will pay in case suit is brought upon this bond, such reasonable attorney's fee as shall be fixed by the court. This bond shall insure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 1184.1 of the Code of Civil Procedure, so as to give a right of action to them or their assigns in any suit brought upon this bond. Payment Bond Page 1 of 2 And the said Surety, for value received, hereby stipulates, and agrees that no change, extension of time, alteration or addition to the terms of the contract or to the work to be performed thereunder or the specifications accompanying ohe same shall in any wise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the contract or to the work or to the specifications. LN WITNESS WHEREOF, this instrument has been duly executed by Principal and Surety this 1P day of MOL (To be signed by Principal and Surety. Notary acknowledgments required.) CONTRACTOR VCI Telcom, Inc. Princ a JOHN XANTHOS VICE PRESIDElU Federal Insurance Company Surety Street Address: 15 Mountain View Drive City, State,Zip Warren, NJ 07061-1615 By: DiLynn Cuern tt y- -Fact ` The above bond is accepted and approved this �( ,_day of Aka _ 20 Payment Bond Page 2 of 2 Payment Bond Page 2 of 2 State of C,I a 1 i f or n i a RIGHT THUMBPRINT(Optional) County Of San Bernardino a X On before me, (DATE) Vazquez (NAME/TITLE.OF OFFICER-i.e.'JANE DOE,NOTARY PUBLIC') o personally appeared (NAME(S)OF SIGNERISII CAPACITY CLAIMED BY SIGNER(S) ❑INDIVIDUAL(S) CORPORATE Personally known to me -OR- ❑ proved to me on the OFFICER(S) v�42iPj�p� b (rmES) asis of satisfactory ❑PARTNER(S) ❑LIMITED evidence to be the ❑GENERAL person(s) whose name(s) ❑ATTORNEY IN FACT Is/are subscribed to the ❑TRUSTEE(S) within instrument and ❑GUARDIAN/CONSERVATOR acknowledged to me that ❑OTHER:. he/she/they executed the same in his/her/their authorized capacity(ies), SIGNER IS REPRESENTING: and that by his/her/their (Name of Person(e)or Entity(ies) signatures) on the vC Te/ �s1 instrument the person(s), l c or the entity upon behalf of which the person(s) T RESA VAZQUEZ acted, executed the COMM.#1372654 'd' instrument. RIGHT THUMBPRINT(Optional) NOTARY PUBLIC-CALIFORNIA SAN BERNARDINO COUNTY m Witness my hand and official seal. My Comm.Expires Aug.31,2006 m (SEAL) � 0 _ D ° (SIGNATURE OF NO c CAPACITY CLAIMED BY SIGNER(S) ❑INDIVIDUAL(S) ❑CORPORATE ATTENTION NOTARY OFFICERS) The information requested below and in the column to the right is OPTIONAL. mTLEs) Recording of this document is not required by law and is also optional. It could, however, prevent fraudulent attachment of this certificate to any ❑PARTNER(S) ❑LIMITED unauthorized document. ❑GENERAL P ` Q ❑ATTORNEY IN FACT THIS CERTIFICATE Tile or Type of Document �77r(/ ❑TRUSTEE(S) MUST BE ATTACHED 2 ❑GUARDIAN/CONSERVATOR TO THE DOCUMENT Number of Pages J Date of Document V�3 ❑OTHER: DESCRIBED AT RIGHT: -- Signer(s)Other Than Named Above SIGNER IS REPRESENTING: (Name of Person(s)or Entity(iss) WOLCOTTS FORM 63240 Rev.3-94(price rims B-2A) 01994 WOLCOTTS FORMS,INC. ALL PURPOSE ACKNOWLEDGMENT WITH SIGNER CAPACITY/REPRESENTATION/TWO FINGERPRINTS i IIIIIIIII.I II I II IIIIIII 7 67775 6324 0 8 CALIFORNIA ALL-PVRPOf c ACKNOWLEDGMENT State of Colorado County of Arapahoe On S— (o ` OS before me, Edelina M. Burger OATZ NAW—TM a OR OjFnC8A-H.O..•JAMS OOE.NoTagY Ptle= personally appeared DiLynn Guern NM+HIs)OF SMER(s) personalty known to me - OR - ❑ proved to me on the basis of satisfactory evidence to 'be. the person(s) whose name(s) Is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the! same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument: Will NESS my hand and official seal. SIGNATURE of NorAAr My Commission Expires August 24,2004 Edelina M. Burger OPTIONAL Though the data below is not required by law.it may prove valumble to persons retying on the document and could prevent fraudulent reattachment of this form_ CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT © INDIVIDUAL ❑ CORPORATE OFFICER Perfomance & Payment TttLl(s) TITLE OR TYPE OF DOCUMENT ❑ PARTNER(S) ❑ LIMfrED ❑ GENERAL 6 © ATTORNEY-IN-FACT NUMBER OF PAGES TRUSTEE($) ❑ GUARDIAN/CONSERVATOR ❑ OTHER: PATE OF DOCUMENT SIGNER IS REPRESENTING: NAMe OP MASONS)OR e4Trrlr(rs) Federal Insurance Company SIGNER(S)OTHER THAN NAMED ABOVE r ICtt GP 416 This Notice pertains to i\Following Surety Bond issued by a membel,--,iurer of the Chubb Group of Insurance Companies, including Federal Insurance Company, Vigilant Insurance Company and Pacific Indemnity Company. Bond Number: 8188-62-52 POLICYHOLDER DISCLOSURE NOTICE TERRORISM RISK INSURANCE ACT OF 2002 You are hereby notified that pursuant to the Terrorism Risk Insurance Act of 2002 (the "Act") effective November 26, 2002, we are making available to you coverage for losses arising out of certain acts of international terrorism. Terrorism is defined as any act certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attorney General of the United States, to be an act of terrorism; to be a violent act or an act that is dangerous to Human life, property or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of an air carrier or vessel or the premises of a United States Mission; and to have been committed by an individual or individuals acting on behalf of any foreign person or foreign interest, as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Coverage for acts of terrorism is already included in the captioned Surety Bond. You should know that, effective November 26, 2002, any losses caused by acts of terrorism covered by your Surety Bond will be partially reimbursed by the United States under the formula set forth in the Act. Under this formula, the United States of America pays 90% of covered terrorism losses that exceed the statutorily established deductible to be paid by the insurance company providing the coverage. The portion of your premium that is attributable to coverage for such acts of terrorism is zero, because we could not distinguish (and separately charge for) acts of terrorism from other causes of loss when we calculated your premium. If you have any questions about this notice, please contact your agent or broker. CHLlIIiB Chubb PCt,_.':R Federal !Insurance Comp,-' Attn.: Surety Department +�� 1 Vigilant Insurance CompoLJ 15 Mountain View Road Sure`�, ATTORNEY Pacific Indemnity Company Warren, NJ 07059 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, Kristen McCormick, Florietta Sanchez, Courtney Moran, Frank C. Penn, DiLynn Guern, Don R. Broyles, Pamela J. Hansen, Donald E.. Appleby and Kevin W. McMahon 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(other than bail bonds)and undertakings given or executed in the course of its business(but not to include any instruments amending or altering the same,nor consents to the modification or alteration of any instrument referred to in said bonds or obligations). In Witness Whereof, said FEDERAL INSURANCE COMPANY,VIGIUWT INSURANCE.COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on November 13th, 2000 enneth C.Wendel,Assistant Secretary Gerardo G.Mauriz,Vice President STATE OF NEW JERSEY } ss. County of Somerset On November 13, 20.V.,.me,a Notary Public of New Jersey,personally came Kenneth C.Wendel,tome 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 swum,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 affaced 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 Gerardo G.Mauriz,and knows him to be Vice President of said Companies;and that the signature of Gerardo G.Mauriz,subscribed to said Power of Attorney is in the genuine handwriting of Gerardo G.Mauriz,and was thereto subscribed by authority of said By-Laws and in deponents presence. Notarial Seal scary}'ut�u 'Stara of fla�Jtu 414 � v Z` No. � Is. Notary Public i+�rdt . CERTIFICATION Extract from tftt° 'haws of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY: "All 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 Attomeys-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 utrrect, (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 Departrnent;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 (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 day of goal `�gvRAiNv ,feu°�Gr` fro W o v Y * 4j t r i �O101r b7sc NAB SEW YORE Kenneth.C.Wendel,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) 903-3485 Fax (908) 9103-3656 e-mail: surety@chubb.com Form 1510-0226(Ed.2-88) NON-CONSENT