HomeMy WebLinkAboutTom Wood/CPD
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AGREEMENT FOR PURCHASE OF GOODS
THIS AGREEMENT FOR PURCHASE OF GOODS ("Agreement") is herebi' made and
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public
Works and Safety, (hereinafter, "City" and ~A IJ.l (Job (-utfJ, (hereinafter, "Vendor".)
TERMS AND CONDITIONS
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ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same and/or its provision of any goods hereunder ("Goods") in accordance with
the Specifications set forth in attached Exhibit A shall constitute Vendor'sacceptance of all
of the Agreement's terms and conditions, . . ,
2,
PERFORMANCE:
City agrees to purchase the Goods and Vendor agrees to provide same and to otherwise
perform the requirements of this Agreement and to execute its responsibilities hereunder by
following and applying at all times the highest professional and technical guidelines and
standards, Notwithstanding anything to the contrary contained herein, Vendor shall not
provide such Goods to City prior to its receipt from City of a written notice of acceptance of
Vendor's bid, and 'vendor shall be entitled to no payments or compensation hereunder, by
law or in equity, for any Goods provided prior to its receipt of such notice from City,
3.
PRICE AND PAYMENT TERMS: , 8
The total price for the Goods contemplated herein shall be no more than $ / 7 a, 00.
Vendor shall submit an invoice to City no more than once every thirty (30) days detailing
those Goods provided to City within such time period. City shall pay Vendor for the Goods
within thirty (30) days after the date of City's receipt of Vendor's invoice detailing same, so
long as the Goods are not disputed, are in accordance with the specifications attached hereto
as Exhibit A and Vendor has otherwise performed and satisfied all the terms and conditions
of this Agreement.. Subject to the above, if the undisputed invoice amount is not paid within
thirty (30) days of its receipt by City, Vendor shall so notify City,-in writing. If such amount
as is not disputed is not thereafter paid within five (5) business days from the date such notice
is received by City, then a late charge in a sum equal to one percent (1 %) of such unpaid and
undisputed invoice amount shall accrue and be immediately due and payable as a separate
debt for each month it remains unpaid. In the event an invoice amount is disputed, City shall
so notify Vendor. If such dispute is not resolved to City's satisfaction within ten (10)
business days after notice of such dispute is given, City shall pay such amount as is in
dispute, under protest, into the City Court of Carmel, which Court shall hold such moneys
until provided with a resolution signed by both parties hereto or a final judgment that has
been entered thereon.
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8. LIENS:
Vendor shaU not cause or permit the filing of any lien on any of City's property. In the event
any such lien is filed of record and Vendor fails to remove such lien within fifteen (15) days
after the filing thereof, by payment or bonding, City shaU have the right to pay'such lien or
obtain such bond, all at Vendor's sole cost and expense. Vendor shaU indemnify and hold
harmless City from and against any and aU liabilities, losses, claims, costs and expenses,
including attorney fees, incurred by City in connection with any such lien. This
indemnification obligation shall survive the termination of this Agreement.
9. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions
of this Agreement, including Vendor's warranties; (b) fails to deliver the Goods as specified
"herein;'(c) fans to"make progress so as to endanger timely and proper delivery of the Goods
and does not correct such failure or breach within five (5) business days (or such shorter
period of time as is commerciaUy reasonable under the circumstances) after receipt of written
notice from City specifying such failure or breach; or (d) becomes insolvent, files, or has
filed against it, a petition in bankruptcy, for receivership or other insolvency proceeding,
makes a general assignment for the benefit of creditors or; if Vendor is a partnership or
corporation, dissolves, each such event constituting an event of default hereunder, City shall
, have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor;
(2) obtain, upon such terms and in such manner as it deems appropriate in its sole discretion,
the Goods which were to be provided the same or similar Vendor and Vendor shall be liable
to City for any excess costs of the City in obtaining the same or similar Goods; and (3)
exercise any other rights or remedies as are available to City at law or in equity.
10. :INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement,
with an insurer licensed to" do business in the State of Indiana and reasonably acceptable to
City, Professional Responsibility Insurance and such other insurance as is necessary for the
protection of City and Vendor from any and all claims for damages or otherwise under~y
workers' compensation, occupational disease and/or unemployment compensation act;
because of errors and omissions; for bodily injuries including, but not limited to, personal
injury, sickness, disease or death of or to any and all of Vendor's or other agents, employees,
contractors, and other persons; because of any injury to or destruCtion of property, including,
but not limited to; loss of use resulting therefrom; or, otherwise. The coverage amounts shall
be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers
to name City as an additional insured on aU insurance policies (except on its Professional
Responsibility Insurance policy), promptly provide City with copies of all such policies, and
provide that such policies shall not be canceled without thirty (30) days prior written notice
to City. Vendor shall indemnify and hold harmless City from and against any and all
liabilities, claims, demands or expenses (including reasonable attorney fees) for injury, death
and/or damages to any person or property arising from or in connection with Vendor's
provision of Goods pursuant to or under this Agreement, Vendor's use of City property, or
otherwise, except for such liabilities, claims or demands that arise directly and solely out of
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16. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and Vendor
shall in no fashion be deemed to be an employee of City. In that regard, Vendor and all of
. .
its employees, contractors, agents, outside sources and other persons shall not be employees
of City, and the sole responsibility to pay to or for same all statutory, contractual and other
benefits shall remain exclusively with Vendor. The contract price set forth herein to be paid
hereunder .by City to Vendor shall be the full and maximum compensation and moneys
required of City to be paid to Vendor under or pursuant to this Agreement.
17. GOVERNING LA W; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions. The parties further agree that, in the event a
lawsuit is filed hereunder, they waive any rights to a jury trial they may have, agree to file any
such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court
is the appropriate venue for and has jurisdiction over same.
18. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation,
ordinance, executive order or other rule of law, such term shall be deemed reformed or
deleted, but only to the extent necessary to comply with such statute, regulation, ordinance,
order or rule, and the remaining provisions of this Agreement shall remain in full force and
.effect.
19. NOTICE:
Any notice provided for in this Agreement will be sufficient if given by postage prepaid
certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: Carmel Police Department
Three Civic Square
Carmel, Indiana 46032
ATTN: Major Jerry Honaker
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
If to Vendor:
lOA \1-1001::' F o~
3JJO IS. ~,14 J .
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ATTN: , fJ 11 ^41"
Notwithstanding the above, notice of termination under paragraph 20.1 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth herein.
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26. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, are fully aware of
their respective rights, have had the opportunity for the advice and assistance of an attorney
.
throughout the negotiation of this Agreement, and enter into this Agreement freely,
voluntarily, and without any duress, undue influence, coercion or promise of benefit, except
as expressly set forth herein.
27. ENTIRE AGREEMENT:
This Agreement, together with any attachments, exhibits or supplements specifically
referenced herein, constitutes the entire agreement between Vendor and City with respect to
the subject matter hereof, and supersedes all prior oral or written representations and
agreements regarding same. This Agreement may only be modified by written amendment
executed hy both parties hereto, or their successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by. and through its Board of Public
Works and Safety
By ~
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;; A /JA {l/l, A.rl f l t & 1 JAU./
Printed Name and Title
Date: /1- lP' 77
ATTEST:
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THE AMERICAN INSTITUTE OF ARCHITECTS
AlA Document A3IO
Bid Bond
KNOW ALL MEN BY THESE PRESENTS, that we
Tom Wood Ford
3130 E. 96th Street, Indianapolis, IN 46240
As Principal, hereinafter called the Principal, and
Fidelity and Deposit Company of Maryland
135 N. Pennsylvania St., Indianapolis, IN 46204
a corporation organized under the laws of the State of Maryland as Surety, hereinafter called the
Surety, are firmly bound unto
City of Carmel
1 Civic Square, Carmel, IN 46032
As Obligee, hereinafter called the Obligee, in the sum of
Ten Percent of Total Bid Amount (10% of Bid)
for the payment of which sum well and truly to be made, the said Surety, bind ourselves, our
heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these
presents.
WHEREAS, the Principal has submitted a bid for
Nine (9) Police Cars
NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the shall enter into a Contract with the Obligee in accordance with the
terms of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety for the
faithful performance of such Contract lU1d for the the prompt payment oflabar and material furnished in the prosecution thereof, or in the event of the
failure of the Principal; to enter such Contract and give such bond or bonds, if the Principal shall pay to the Obligee the difference not to exceed the
penalty hereof between the amount specified in said bid and such 1acger amount for which the Obligee may in good faith contract with another party to
perform the Work covered by said bid, then this obligation shall be null and void, otherwise to remain in full force and effect.
SIGNED AND SEALED on November 19, 1997.
~ VV'" f ~'f..~;;)r
(Seal)
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(Witness)
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Fidelity nd Deposit Company of ~ ~
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Maryland ,!"\",:"l'.:"',' rl"';.,....... .....:f-~ ...
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(Surety) ~;:'~/(Seal)<.{,;^
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Vicki S. Duncan, Attorney-iji:Bict l;:;"''' t:.t' l:?<
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Power of Attorney
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
HOME OFFICE, BAL TIMOAE, MD
KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the Slate of
Maryland, by C. M. PECOT, JR., Vice-President. and C. W. ROBBINS. Assistant Secretary, in pursuance of authority granted. by Article
VI. Section 2. ofthe By-Laws of said Company. which are set forth on the reverse side hereof and are hereby certified to be in full force
and effect on the date hereof, does hereby nominate. constitute and appoint Ronald J. Carter, H. Alan DuPuis,
Vicki S, Duncan, Sharon E. Black, James K. Whinnie d Richard W, Henry, all of
Perr sbur Ohio EACH...,...., ,.., ,..'
I ' rue an aw u agen an norney-tn- act, to m e. execute, s deliver,
any and all.bonds and undertakings. .... ~.....,
on its behalf as surety; and as its act and deed:
n t e execution of such bonds or undertakings in p;trs f these p , shall be as binding upon said Company, as fully and
amply, to all intents and purposes, as if they had been d cuted an wledged by the regularly elected officers of the Company
at its office in Baltimore, Md., in their own proper . This er of attorney revokes that issued on
behalf of Teri Hoen, etal dated ~ ber ~ 9 J. .
The said Assistant Secretary does hereby certi~~e extract I1h on the reverse side hereof is a true copy of Article VI, Section
2. of the By-Laws of said Company, and is ~~'1"orce. ~\'::I
IN WITNESS WHEREOF, the said Vice-P~ent an~is~t Secretary have hereunto subscribed their names and affixed the
Corporate Seal of the said FIDELITY AN~SIT CO OF MARYLAND, thiL_____________2!f_th____m_____________day of
----------MaJ:J:h-E-~-. A.~~:~:.D IT COMPANY OF MARYLAND ~~.O
ATTEST: ~ 1.
By --- \
Vice- sident \
STATE OF MARYLAND I
COUNT\' OF BALTIMORE ss:
On this___Z!I.t_h___day oL_______Mar.cb________. A.D. 199.!t__, before the suhscriber, a NOlary Puhlic of the Slate of Maryland, duly
commissioned and qualified, came C. M. PECOT. JR., Vice-President and C. W. ROBBINS, Assistant Secretary of the FIDELITY AND
DEPOSIT COMPANY OF MARYLAND. to me personally known to be the individuals and officers described in and who executed the preceding
instrument. and they each acknowledged the execulion of the same, and being by me duly sworn, severally and each for himself deposeth
and saith. that they are the said officers of the Company aforesaid. and that the seal affixed 10 the preceding instrument is the Corporate
Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said
instrument by the authoril)' and direction of the said Corporation.
IN TESTIMONY WHEREOF. I have hereunto set my hand and affixed my Official Seal the day and year first above written.
"r:::t . CAROLJ~FADE~72~~Nolary ;:Mic
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My Commission Expires______rm_____AJ!gR~LJ...._l9.2Q_____~____
CERTIFICATE
I. the undersigned, Assistant Secretary of lhe FIDELITY AND DEPOSlT COMPANY OF MARYLAND, do hereby certify that the original
Power of Attorney of which the foregoing is a full. true and correct copy. is in full force and effect on the date of this certificate; and
I do further certify that the Vice~President who executed the said. Power of Allorney was one of the additional Vice-Presidents specially
authorized by the Board of Directors to appoint any Attofllcy-in-Fact as provided in Article VI, Section 2. of the By-Laws of the
FIDELITY AND DEPOSIT COMPANY OF MARYLAND.
This Certificate may be signed by facsimile under and by authority of the fonowing reso\ution of the Board of Directors of the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called aod held on the 16th day of July, 1969.
RESOLVED: "That the facsimile or mechanically reproduced signalure of any Assistant Secretary of the Company. whether made heretofore
or hereafter. wherever appearing upon a cenified copy'of-aIlY power of attorney issued by the Company. shall be valid and binding upon
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the Company with the same force and effect as~though 'manuallY affixed."
IN TEST1MONY WHEREOF, 1 have hereunt~:jp~scrrbed~h1y._~al}1e and affixed the corporate seal of the said Company, this _19th.
day oL______~Qye~b~.!...______~_.._, J9~:22>,.. ~:"- "'-:::..--:
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Assistant Secretary
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114211c
142-4013
December 19, 1997
Tom Datzman
Tom Wood Ford
3130 East 96th Street
Indianapolis, Indiana 46240
Re: 1998 Police Cars
Enclosed is a copy of the contract signed by the Carmel Board of Public Works and Safety
December 17,1997.
Please call Clerk-Treasurer Diana Cordray at 571-2414 if you have any questions.
Sincerely,
Rebecca L. Wolf
Deputy Clerk
cc: file, CPD
Prescribed by the State Board of Accounts
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BID, OFFER OR PROPOSAL FOR SALE OR LEASE OF MATERIALS
Form No. 95 (Revised 19B7)
(Defined at I.C. 36-1-2-9.5)
(Please type or print)
J..1'17
Qate:
1. Governmental Unit: C/1't 0 f C /I ft./l1 rJ
2. County: ~,4 A, 11-(<> tJ
3. Bidder (Firm): J'c. A \AI" 0 /) 1. 0 M
Address: 3/ Jot. 9 (1 {, J-r.
City/State: Ill) ~4~/OLf I, /7" ~.) ~li
4. Telephone Number: 1/ . I r ,. ~i v/ E k -r JJ?
5. Agent of Bidder (If applicable): 0'" A -(1'" "'_
Pursuant to notices given, Ihe undersigned offers bid(s) to 1k ( C /1'<1 0 f c -4./l-A E I.." (Gov-
ernmental Unit) in accordance with the following attachment(s) which specify the class or item number or description,
quantity. unit. unit price and total amount. . .. __ _ __ _ __
The contract will be awarded by classes or items. in acc'ordance with specifications. Any changes or alterations
In the items specified will render such bid void as to that class or item. Bidder promises that he has not offered nor
received a less priceJhan the price stated in his bid for the materials Included in said bid. Bidder further agrees that he
will not withdraw his bid from the office in which it is filed. A certified check or bond shall with each bid if
required, and Iiabi!ity for breach shall be enforceable upon the contract, the bo rtifled ck 0 the
case may be. . .
BID OFFER OR PROPOSAL
Attach separate sheet listing each item bid based on specifications published by governing body. Following is an
example of the bid format:
,
fOLIc( CA (IJ .
7
I ~7
Unit Description Unit Price . Amount
'fIJ.GW'/ +c.1o,{IA It./J/I.{fCJ~) b\)~l)J )91,06()
Class or Item
Quantity
NON-COLLUSION AFFIDAVIT
STATE OF INDIANA )
)SS:
-COUNTY-)-- _
+P ,_ ,+ _. _.
The undersigned bidder or agent, being duly sworn on oath, says that he has not, nor has any other member,
representative, or agent of the firm, company, corporation or partnership represented by him, entered into any
combination, collusion or agreement with any person relative to the price to be bid by anyone at such letting nor to
prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid is made without
reference to any other bid and without any agreement, understanding or combination with any other person in
reference to such bidding.
He further says that no person or persons, firms. or corporation has, have or will receive directly or indirectly,
any rebate. fee, gift. commission or thing of value on account of such sale.
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Subscribed and sworn to before me this IJJ day of
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: Doris A. Marcum ,
" ,. . 'I' bl' State oflndiana ,
My Commission Explres:>~ ~nt~ry U Ie. - ~~
)' Hamilton' County I
County of Residence: ~: MJ CBlnmi"ion F.p 0210812001 ,
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Notary Public
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THE AMERICAN INSTITUTE OF ARCHITECTS
AlA Document A3IO
Bid Bond
KNOW ALL MEN BY THESE PRESENTS, that we
Tom Wood Ford
3130 E. 96th Street, Indianapolis, IN 46240
As Principal, hereinafter called the Principal, and
Fidelity and Deposit Company of Maryland
135 N. Pennsylvania St., Indianapolis, IN 46204
a corporation organized under the laws of the State of Maryland as Surety, hereinafter called the
Surety, are firmly bound unto
City of Carmel Police Department
3 Civic Square, Cannel, IN 46032
As Obligee, hereinafter called the Obligee, in the sum of
Ten Percent of Total Bid Amount (10% of Bid)
for the payment of which sum well and truly to be made, the said Surety, bind ourselves, our
heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these
presents.
WHEREAS, the Principal has submitted a bid for
I'll f -8lwen ('i') 1999 Police Cars
NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the shall enler into a Contl1lct with the Obligee in accordancc with
the tcnns of such bid, and give such bond or bonds as may be specified in the bidding or Contract Documents with good and sufficient surety
for the faithful performance of such Contract and for the the prompt payment of labor and material furnished in the prosecution thereof. or in
the event of the failure of the Principal; to enter such Contract and give such bond or bonds, if the Principal shall pay to the Obligee the
difference not to exceed the penalty hereof between the amount specified in said bid and such larger amount for which the Obligee may in good
faith contract with another party to perform the Work covered by said bid, then this obligation shall be null and void. otherwise to remain in
full force and effect.
SIGNED AND SEALED on February 3, 1999.
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r (Witness)
Tom Wood Ford
(Princi a
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Witness)
Tit
Fidelity and Deposit Company of ~ .
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Maryland -,~;;'.-;,,-:'':'f-:''''-;" '.
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(Surety) ~:,-~(~eal)~,;..,
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Vicki S. Duncan AttorneY~lri:F~ct~J;";-:; -~ t'
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Power of Attorney
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
HOME OFFICE. BALTIMORE. MD
KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of
Maryland. by C. M. PECOT. JR.. Vice-President. and C. W. ROBBINS, Assistant Secretary. in pursuance of authority granted by Ankle
VI. Section 2, of the By-Laws of said Company. which are set fonh on the reverse side hereof and are hereby cenified to be in full force
and effect on the date hereof, does hereby nominate, constitute and appoint Ronald J. Carter, H. Alan DuPuis,
Vicki S. Duncan, Sharon E. Black, James K. Whinnie Richard W. Henry, all of
Perr sbur Ohio EACH............. .
s rue an aw agen an lomeY-In. act, to m e. execute. se e1iver, f on its behalf as surety. and as its act and deed:
any and all bonds and undertakings..... ~...... ~. .. .. .. .. .. . .. .. . .. .. . .. .
n e execution of such bonds or undenakings in ~urs these prA~. shall be as binding upon said Company. as fully and
amply. to all intentli and purposes. as if they had been d .uted an~~l'edged by the regularly elected officers of the Company
at its office in Baltimore, Md., in their own proper . This r of attorney revokes that issued on
behalf of Teri Hoen, etal dated ~ er 3~ I.
The said Assistant Secretary does hereby cert~' ~e extract B on the reverse side hereof is a true copy of Article VI, Section
2. of the By-Laws of said Company, and is 0 ~ oree. ~\<J
IN WITNESS WHEREOF, the said Vice-Pre ot and~ta'M Secretary have hereunto subscribed their names and affixed the
Corporate Seal of the said FIDELITY A~OSIT CO OF MARYLAND, this_____________2.4_th_____________________day of
__________Max_ch__________. A.D. 19_9. ~
_ e.':, FIDEL! AND D T COMPANY OF MARYLAND ~ 0
ATTEST: S~L A
'-..:", By ~ -- \
Vice., sident \
STAn: OF MARYLAND { ss:
COUNTY OF BALTIMORE ~
On this___Z!!_t_b.___day oL_______MaL<;b______. A.D. 199_4__. before the subscriber. a Notary Public of the State of Maryland, duly
commissioned and qualified, came C. M. PECOT, JR., Vice-President and C. W. ROBBINS, Assistant Secretary of the FIDELITY AND
DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding
instrument. and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth
and saith. that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate
Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said
instrument by the authority and direction of the said Corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written.
~ . ----------~7~~yg;b------
'"d$" CAROL J. FAD-Elm-- y' Notary Public
~~. My Commission ExPire'-____~______~J!gp.~l..I9'1Q..______
CERTIFICATE
I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the original
Power of Attorney of which the foregoing is a full, true and correct copy, is in full foree and effect on the date of this certificate; and
1 do further certify that the Vice. President who executed the said, Power of Attorney was one of the additional Vice-Presidents specially
authorized by the Board of Directors to appoint any Attorney-in.Fact as provided in Article VI, Section 2. of the By-Laws of the
FIDELITY AND DEPOSIT COMPANY OF MARYLAND.
This Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY
AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 16th day of July. 1969.
RESOLVED: . 'That the facsimile or mechanicalJy reproduced signature of any Assistant Secretary of the Company, whether made heretofore
or hereafter. wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon
the Company with the same force and effect as though manually affixed."
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company, this _3!r.d__
day oL.fe~tgiM!L_______. 19__99
Ll421k
142-4013
______________~-h~;,;~;;;, srcretary----