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Circle B Construction - Stucco - $489,340 1 , r k31 (Vck. 1 Rc CorN Ct e c„, AGREEMENT City of Carmel, Indiana Bid Package#3090—Stucco Agreement#2695-3090 THIS AGREEMENT is made and entered into by and between the City of Carmel, Indiana, acting by and through its Redevelopment Commission ("OWNER") and Circle B Construction Systems, LLC CONTRACTOR"), concerning the project Carmel Performing Arts Center("Project") described more particularly in Appendix A which is attached hereto and incorporated herein by reference. RECITALS: A. The OWNER has heretofore caused to be prepared certain plans, specifications and other documents (collectively, the "Contract Documents") as hereinafter listed pertaining to the Project, and the CONTRACTOR has filed a bid proposal ("Proposal") to furnish labor. tools, material, equipment and/or services, and to perform the work ("Work') called for in the Contract Documents pertaining to the Project, upon the terms and for the price(s) therein fully stated and set forth; and B. The said Contract Documents accurately and fully describe the terms and conditions upon which the CONTRACTOR is willing to furnish the labor, tools, material, equipment, services, and perform the Work called for by the Contract Documents and in the manner and time and for the price(s) set forth therein. THE OWNER AND CONTRACTOR AGREE AS FOLLOWS: 1.0 Contract Documents 1.1 This Agreement consists of the following Contract Documents all of which are as fully a part of this Agreement as if set out verbatim herein or attached hereto and the same do in all particulars become the Agreement between the parties hereto in all matters and things set forth herein and described: a. This Agreement, including any attachments hereto; b. All Addenda issued prior to receipt of bid proposals, whether or not receipt thereof has been acknowledged by CONTRACTOR in its Proposal; c. The Specifications; d. The Additional Requirements: e. Notice to Bidders; f. Instructions to Bidders; AR-1 of 7 g. Plans and Drawings; h. Performance, Payment Bonds; i. CONTRACTOR'S Proposal and Declarations; j. Exhibit 'A' — Pre-award Meeting Minutes/Checklist; and k. All other documents defined as Contract Documents in any of the above listed documents. 1.2 In resolving conflicts, errors, discrepancies and disputes concerning the nature, character, scope and/or extent of Work to be performed or furnished by the CONTRACTOR hereunder, or other rights and obligations of the OWNER and/or CONTRACTOR, the provision of a Contract Document expressing the greater quantity, quality or scope of the Work, or imposing a greater obligation upon the CONTRACTOR, or affording a greater right or remedy to OWNER, shall govern, without regard to the party who drafted such provision; otherwise, the Documents shall be given precedence in the order as listed in paragraph 1.1 herein above. 2.0 Contract Price 2.1 The CONTRACTOR shall, in strict conformity with the Contract Documents, furnish all necessary labor, tools, materials, equipment, services, assume and fulfill all obligations and perform all Work required to construct, complete, and make ready for use by the OWNER for a total contract price of$ 489,340.00 Base Bid, subject to any additions or deletions based on actual approved quantities of the respective unit price items, which price the CONTRACTOR agrees to accept as full payment for all such Work actually performed and accepted as described in the Contract Documents (the "Contract Price"). The CONTRACTOR agrees that the Contract Price shall be deemed full and complete compensation for all direct and indirect costs the Work, including, without limitation, all materials, labor, supervision, equipment, transportation, warranties, repairs, replacement, overhead and profit, complete and in place. 2.2 The above stated Contract Price will be paid to the CONTRACTOR in the manner and at such times as set forth in the Contract Documents. 3.0 Contract Time 3.1 It is hereby understood and mutually agreed, by and between the CONTRACTOR and OWNER, that the date of commencement and the time for completion of the Work as specified in the Contract Documents are essential conditions of this Agreement. 3.2 The CONTRACTOR agrees that the Work shall be commenced no later than the date indicated in the Notice to Proceed to be provided by OWNER to CONTRACTOR and that the Work shall be performed regularly, diligently and without interruption at such a rate of progress as will insure "Substantial Completion" of the Project, including completion of performance testing and such remedial work as may be required by the • OWNER, by the dates specified in the Contract Documents. AR-2 of 7 3.3 The CONTRACTOR and OWNER acknowledge and agree that the time allotted by this Agreement for the performance and completion of the Work is reasonable and takes into account any and all risks and adverse conditions which may befall the CONTRACTOR hereunder. 4. Effective Date This Agreement shall be deemed effective as of the date and year on which the last of the parties hereto, or their representative, executes same. 5. Miscellaneous Provisions 5.1 OWNER's Property Any and all documentation (other than original tracings and original calculations) generated by CONTRACTOR pursuant to this Agreement shall be considered OWNER's exclusive property and shall be disclosed only to OWNER and to no other person without OWNER's prior express written consent. CONTRACTOR shall keep confidential all working and deliberative material pursuant to IC 5-14-3-4. 5.2 Termination Except as expressly stated to the contrary herein, this Agreement may be suspended and/or terminated upon such terms as are set forth in Article 14 of the City of Cannel, Standard General Conditions for Construction Contracts 1997 (the "General Conditions"), as incorporated herein by this reference. In the event any amount allegedly due hereunder is disputed and such dispute is not resolved to OWNER's satisfaction within ten (10) business days after notice of such dispute is given to CONTRACTOR, OWNER shall pay such amount as is in dispute, under protest, into the City Court of Carmel, which Court shall hold such money until notified of a resolution signed by both parties hereto or until a final judgment is entered thereon. 5.3 Binding Effect OWNER and CONTRACTOR and their respective officers, officials, partners, successors, executors, administrators, assigns and legal representatives are bound by this Agreement to the other party hereto and to the officers, officials, partners, successors, executors, administrators, assigns and legal representatives of such other party in all respects as to all covenants, agreements and obligations contained and/or incorporated herein. 5.4 No Third Party Beneficiaries Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than OWNER or CONTRACTOR. 5.5 Relationship AR-3 of 7 • The relationship of the parties hereto shall be as provided for in this Agreement, and CONTRACTOR, as well as its agents, employees, contractors, subcontractors, outside sources and other persons shall in no fashion be deemed to be an employee of OWNER. Furthermore, CONTRACTOR shall be solely responsible for payment to or for its agents, employees, contractors, subcontractors, outside sources and other persons all statutory, contractual and other compensation, benefits and obligations due thereto, and OWNER shall not be responsible for same. Rather, the Contract Price to be paid hereunder by OWNER to CONTRACTOR shall, subject to the terms and conditions hereof, be the full and maximum compensation and monies required of OWNER to be paid to CONTRACTOR pursuant to this Agreement. 5.6 Insurance CONTRACTOR shall maintain such bonds and insurance as are set forth in Article 5 of the General Conditions. 5.7 Indemnification CONTRACTOR shall indemnify and hold harmless OWNER, its officers, officials, employees, agents and legal representatives, from all losses, liabilities, claims, judgments and liens, including, but not limited to, all costs, expenses and attorney fees, arising out of any intentional or negligent act or omission of CONTRACTOR and/or any of its agents, employees, contractors, subcontractors, outside sources and/or other persons in the performance of this Agreement. The failure to do so shall constitute a material breach of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 5.8 Setoff In addition to any right of setoff provided by law, all amounts due CONTRACTOR shall be considered net of indebtedness of CONTRACTOR to OWNER, and OWNER may deduct any amounts due or to be come due from CONTRACTOR to OWNER from any sums due or to become due from OWNER to CONTRACTOR hereunder. 5.9 Government Compliance CONTRACTOR agrees to comply with all present and future federal, state and local laws, executive orders, rules, regulations, codes and ordinances which may be applicable to CONTRACTOR'S performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. CONTRACTOR agrees to indemnify and hold harmless OWNER from any loss, damage or liability"resulting from any violation of such laws, orders, rules, regulations, codes and/or ordinances. This indemnification obligation shall survive the termination of this Agreement. 5.10 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a . court of competent jurisdiction, that provision shall be stricken, and all other AR-4 of 7 • provisions of this Agreement which can operate independently of such stricken provision shall continue in full force and effect. 5.11 Notice. Any notice, invoice, order or other correspondence required or permitted to be sent under or pursuant to this Agreement shall be in writing and either hand-delivered or sent by postage prepaid, U.S. Certified mail, return receipt requested, addressed to the parties at the following address: OWNER: CONTRACTOR: City of Carmel Circle B Construction Systems, LLC Redevelopment Commission 5636 South Meridian Street One Civic Square Indianapolis, IN 46217 Carmel, IN 46032 Attn: Keith Parker, Preconstruction Mgr. DW Attention: Les Olds, AIA, Director of Redevelopment Ron Sharin, Preconstruction Mgr. FP Steve Bowser, Project Mgr. Stucco Carmel Redevelopment Commission (with a copy to City Attorney, Construction Manager, Department of Law, same address) Notwithstanding the above, a Notice To Cease All Work issued under or pursuit to Paragraph 5.2 hereinabove may be orally given, as long as such notice is thereafter followed by written notice as provided in this Paragraph 5.11 within five (5) business days of the date of such oral notice. 5.12 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as with all municipal ordinances and codes of the City of Carmel. 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. 5.13 Waiver Any delay or partial inaction on the part of OWNER in exercising or pursuing any right and/or remedy provided hereunder or by law shall not operate to waive any such rights or remedies. • 5.14 Exhibits All exhibits and/or appendices referenced herein, whether marked "Exhibit", "Appendix", or by some other title, shall be considered a part of this Agreement. 5.15 Prior Agreements AR-5 of 7 This Agreement contains all of the agreements of the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, representations. and/or contracts, either oral or written, respective thereto. 5.16 Representation and Warranties Each party hereto represents and warrants that it is authorized to enter into this Agreement and that such party, in executing this Agreement, has the authority to bind such party or the party which it represents, as the case may be. 5.17 Headings All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provisions hereof. 5.18 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. 5.19 Entire Agreement This Agreement, together with any attachments hereto or 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. Notwithstanding any other term or condition set forth herein, but subject to paragraph 5.10 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail, unless the parties hereto, or their successors in interest, expressly and in writing agree otherwise. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto set their hand on the dates below written: OWNER: CONTRACTOR: CITY OF CARMEL, INDIANA by and through its Redevelopment Circle B Construction Systems, LLC Col issi.• 104 BY: / /_2� .� " B Y: _ i _ Ili 1�1r���L✓.1 : Ronald E. Carter, President Printed Name: M. Stephen Yeager Title: President and CEO AR-6 of 7 Date: Date: AR-7 of 7 �ta SHIEL SEXTON EXHIBIT `A' PARCEL 7A,REGIONAL PERFORMING ARTS CENTER CORE AND SHELL PACKAGE P3 PRE-AWARD MEETING MINUTES December 21,2007 CONTRACTOR NAME: Circle B BID PACKAGE: . BP 3060—.Fireproofing BP 3090—Stucco ATTENDEES: Steve Bowser—Circle B Keith Parker—Circle B Ron Sharin—Circle B Brandon Bogan—CSO Mike Anderson—Shiel Sexton Tony Eisenhut-Shiel Sexton Doug Adams- Shiel Sexton Dave Brewer-Shiel Sexton INTRODUCTIONS/ROLES BID FORM REVIEW/REQUIREMENTS - 48 hour items will be submitted by 12/26/07 SCHEDULE/SEQUENCE - The general sequence will flow from the north side of the building, then to the deep areas on the east and west sides, then the center section and finally the south. SAFETY/QUALITY CONTROL - Prime Contractor responsible for quality control and sign-off forms. - CM will have hold points throughout the work. CONTRACT - City Approval is scheduled for 12/28/07 - Notice to proceed will be issued following approval on 12/28/07. Page 1 of 3 - The Agreement for the City of Carmel will be attached to the NTP. o A separate contract is required for each Bid Package. The following items are required three(3)days following the NTP: o Signed Contract—5 original copies • • Date of signature must match date on bonds o 100% Performance/Payment bonds—5 original copies - The following items are required ten (10)days following the NTP: o Preliminary schedule(Per 2.7 in General Conditions) o Schedule of wages for labor o Schedule of submittals OPEN DISCUSSION - Alternates: #8— SBS Modified Roofing- Accepted #26—Site Utilities- Accepted All other alternates are to be held 120 days for final determination. - All communications are to go thru Shiel Sexton Page 2 of 3 4t; •Y,.`cE t� 'F ='tY} SHIEL SEXTON EXHIBIT `A' PARCEL 7A,REGIONAL PERFORMING ARTS CENTER CORE AND SHELL PACKAGE P3 PRE-AWARD MEETING CHECKLIST • CONTRACTOR NAME: Circle B BID PACKAGE: BP 3060—Fireproofing BP 3090—Stucco ITEM DISCUSSED 1) Bid Form YES 2) Items to be turned in within 48 hours YES 3) Project schedule YES 4) Project sequence YES 5) Addendum #3A acknowledged—Safety/Quality YES 6) Contract—City Approval YES 7) Contract—Notice to Proceed YES 8) Contract—Submittal Requirements YES 9) Attendance at coordination meetings YES 10) Site logistics—just in time delivery YES 11)All communication through Shiel Sexton YES 12) Timing of alternates—held for 120 days YES Page 3 of 3 -. .; PERFORMANCE BOND - City of Carmel Instructions: Bond No. 929 452 206 Successful Bidder must use this form or other form containing the same material conditions and provisions as approved in advance by OWNER. Date of Bond must not be prior to date of Contract. If CONTRACTOR is a Partnership, all partners should execute bond. Surety company executing this bond shall appear on the most current list of"Surety Companies Acceptable on Federal Bonds," as specified in the U.S. Treasury Department Circular 570, as amended and be authorized to transact business in the State of Indiana. KNOW ALL MEN BY THESE PRESENTS: that "CONTRACTOR": Circle B Construction Systems , LLC and _.. "S_urety": [Name] Continental Casualty Company [Address] 333 S Wabash Ave. Chicago, IL 60604 a corporation chartered and existing under the laws of the State of T llinois ,,and authorized to do business in the State of Indiana, are held and firmly bound unto the " of_Canneli,hlndiana hereinafter called OWNER, in the penal Sum of Four HundreddhParty and Dollars, $489,340.00 pe Thra � y , ( ) in lawful money of the United States, for the payment of which sum well and truly to be made, together with interest at the maximum legal rate from date of demand and any attorney fees and court costs incurred by Obligee to enforce this instrument, we bind ourselves; successors, and II� assigns,jointly and severally,firmly by these presents. WHEREAS the CONTRACTOR h entered into a certain Agreement with the OWNER, dated as of the day of (7 , 20 Ot , by which CONTRACTOR has agreed to perform and fern certain Work for or in furtherance of construction of public improvements described generally as(fill in Project Name and Description Below): PARCEL IA, REGIONAL PERFORMING ARTS CENTER — CORE & SHELL PACKAGE P3 Bid Package 3090 Stucco The general scope of the Work consists of selected core and shell elements of a new Regional Performing Arts Center. which Agreement, and the"Contract Documents"as referred to therein, are hereby incorporated herein by reference; r PFB-1 R Di , , . . . M NOW,THEREFORE, the conditions of this obligation are such that if the CONTRACTOR shall Iti well,truly and faithfully perform his duties, all the undertakings,covenants,terms and conditions gil of said Agreement whether during the original term thereof, and any extensions thereof which may be granted by the OWNER, with or without notice to the Surety and during any period of guaranty or warranty provided therein or arising thereunder, and if CONTRACTOR shall satisfy " all claims and demands incurred under such Contract, and shall fully indemnify and, save harmless the OWNER from all costs and damages which he may suffer by reason of failure to do so, and shall reimburse and repay the OWNER all outlay and expense which the OWNER may incur in making good any default,then this obligation shall be void;otherwise to remain in full force and effect. PROVIDED,FURTHER,that the said Surety,for value received,hereby stipulates and agrees: 1. that no defect or irregularity in the Contract or in the proceedings preliminary to the letting of the Contract will operate to release or discharge Surety; 2. that no change, omission, extension of time, alteration or addition to the terms of the Agreement, Contract'Documents or to any Work to be furnished thereunder,and no delay by the OWNER in enforcement of the Agreement or this bond shall in any way affect its obligation on this bond, and it does hereby-waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement, Contract Documents or to the Work; 3. that no final settlement between the OWNER and the CONTRACTOR shall abridge any right of the OWNER hereunder as to any claim that may remain unsatisfied; and that this Performance Bond and Surety shall not be released until one (1) year after the OWNER's final settlement with the CONTRACTOR. . N WITNESS WHEREOF, this instrument is executed in 5 (nu ber) counterparts,,each - one of which shall be deemed an original,this the day of ,20 Of. c. . • ��, • �,..._ Circle B Construction Systems, LLC By: I A�r'l ,L,Y1� M. Stephen Yeager, President & CEO :• rte O (printed name] ATTEST: �� " _ vice President - Operations _ ��_ [Signature 7'���'•butt �� - c t r [n: e] Con 'nental Casualty Company• +aY,_....::,: • 47.......„1- Attorney-in-fact [signature) Sheree Hsieh 333 S Wabash Ave. [printed name) [address] Chicago, IL 60604 0 { PFB-2 - PAYMENT BOND City of Cannel Bond No. 929 452 206 Instructions Successful Bidder must use this form or other form containing the same material conditions and provisions as approved in advance by OWNER. Date of Bond must not be prior to date of Contract. If CONTRACTOR is a Partnership, all partners should execute bond. Surety company executing this bond shall appear on the most current Iist of"Surety Companies Acceptable on Federal Bonds," as specified in the U.S. Treasury Department Circular 570, as amended,and be authorized to transact business in the State of Indiana. KNOW ALL MEN BY THESE PRESENTS:that "CONTRACTOR": Circle B Construction Systems, LLC and "Surety": [Name] Continental Casualty Company [Address] 333 S Wabash Ave. Chicago, IL 60604 .a corporation chartered and existing under the laws of the State of Illinois , and authorized to do business in the State of Indiana, arc held and firmly bound unto the City.of Carmel, Indiana hereinafter called OWNER„,in the penal sum of Four Hund ed.Eighty-Nine • and Dollars, ($ 489,340.00 ) in lawful money of the United States,for the payment of which sum well and truly to be made,plus interest at the maximum legal rate from date of demand and any attorney fees and court costs incurred by Obligee to enforce this instrument, we bind ourselves, successors, and assigns, jointly and severally,firmly by these presents. WHEREAS,the CONTRACTOR_h s entered into a certain greemcnt with the OWNER, dated as of ther5 j” day of t�` , 20 n , by which CONTRACTOR has agreed to perform and fum sh certain Work for or in furtherance of construction of public improvements described generally as(fill in Project Name and Description Below): PARCEL 7A, REGIONAL PERFORMING ARTS CENTER — CORE & SMELL PACKAGE P3 Bid Package 3090 Stucco The general scope of the Work consists of selected core and shell elements of a new Regional Performing Arts Center. PMB-1 • which Agreement, and the "Contract Documents" as referred to therein, are hereby incorporated herein by reference; NOW,THEREFORE, the conditions of this obligation are such that if the CONTRACTOR shall promptly make payments of all amounts due to all Claimants, then this obligation shall be void; otherwise to remain in full force and effect. "Claimant"shall mean any Subcontractor, material supplier or other person, firm,or corporation furnishing materials or equipment for or performing labor or services in the prosecution of the Work provided for in such Agreement, including lubricants, oil, gasoline, coal and coke, repairs on machinery, and tools, whether consumed or used in connection with the construction of such work,and all insurance premiums on said work, and for all labor,performed in such work. PROVIDED,FURTHER,that the said Surety,for value received,hereby stipulates and agrees: 1. that no defect or irregularity in the contract or in the proceedings preliminary to the letting of the Agreement will operate to release or discharge Surety; 2, that no change, omission, extension of time, alteration or addition to the terms of the IP Agreement,Contract Documents or to any Work to be furnished thereunder, and no delay by the OWNER in enforcement of the Agreement or this bond shall in any way affect its obligation on this bond,and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement, Contract Documents or to the Work; 3. that no final settlement between the OWNER and the CONTRACTOR shall abridge any right of the OWNER hereunder as to any claim that may remain unsatisfied;and 4. that this Payment Bond and Surety shall not be released until one (1) year after the OWNER's final settlement with the CONTRACTOR. IN WITNESS WHEREOF, this instrument is executed in 5 (nu ber) counterparts each one of which shall be deemed an original,this th -I day of 20 OY . CONTRA.. i.i, •= Circle B Construction Systems, LLC ii. By: A1►'..I'l A�/-40 / M, Stephen Yeager, President'& CEO IP sitatu ainr • . [printed name] ATTEST: //�% Vice President - operations F .' di�tt j [sign, "r t S • [ me] Continental Casualty Company . t Attorney-in-fact -[signature) Sheree Hsieh 333 S Wabash Ave. '' [printed name] [address] I Chicago, IL 60604 (� PMB-2 2 POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents,That Continental Casualty Company,an Illinois corporation,National Fire Insurance Company of Hartford,a Connecticut corporation,and American Casualty Company of Reading,Pennsylvania,a Pennsylvania corporation(herein called"the CNA Companies"), are duly organized and existing corporations having their principal offices in the City of Chicago,and State of Illinois,and that they do by virtue of the signatures and seals herein affixed hereby make,constitute and appoint Michael M Bill, Edward L Mournighan, Michael H Bill, Cynthia L Jenkins, Ginger J Krahn, Sheree Hsieh, Brenda Johnston,Cindy II Stellhorn,Individually of Indianapolis,IN,their true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign,seal and execute for and on their behalf bonds,undertakings and other obligatory instruments of similar nature -In Unlimited Amounts- and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their corporations and all the acts of said Attorney,pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-Law and Resolutions,printed on the reverse hereof,duly adopted,as indicated,by the Boards of Directors of the corporations. In Witness Whereof,the CNA Companies have caused these presents to be signed by their Senior Vice President and their corporate seals to be hereto affixed on this 26th day of August,2005. cASUR<r niSURg cow oo Continental Casualty Company ��� .i ` F ,� National Fire Insurance Company of Hartford `� Gone RA's S�t aavoRo ' American Casualty Company of Reading,Pennsylvania •9. SEAL 'c� (yl NARt� b '—........711,44%."1"44 /1 I Michael Gengler Seni r Vice President State of Illinois,County of Cook,ss: On this 26th day of August,2005,before me personally came Michael Gengler to me known,who,being by me duly sworn,did depose and say: that he resides in the City of Chicago,State of Illinois;that he is a Senior Vice President of Continental Casualty Company,an Illinois corporation, National Fire Insurance Company of Hartford,a Connecticut corporation,and American Casualty Company of Reading,Pennsylvania,a Pennsylvania corporation described in and which executed the above instrument;that he knows the seals of said corporations;that the seals affixed to the said instrument are such corporate seals;that they were so affixed pursuant to authority given by the Boards of Directors of said corporations and that he signed his name thereto pursuant to like authority,and acknowledges same to be the act and deed of said corporations. 'OFFICIAL SEAL' MARIA M.MEDlM • Notary Public,State of Iaimok • My Commission Expires 3!15109 J My Commission Expires March 15, 2009 Maria M. Medina Notary Public CERTIFICATE I,Mary A.Ribikawskis,Assistant Secretary of Continental Casualty Company,an Illinois corporation,National Fire Insurance Company of Hartford,a Connecticut corporation,and American Casualty Company of Reading,Pennsylvania,a Pennsylvania corporation do hereby certify that the Power of Attorney herein above set forth is still in force,and further certify that the By-Law and Resolution of the Board of Directors of the corporations printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporations this day of , . csuok, 1NSURgq ar+r0,14),..1.5 Continental Casualty Company �� co 0� National Fire Insurance Company of Hartford oORPOAArt: n om`o oaPOR . a _ American Casualty Company of Reading,Pennsylvania g CM OV SEAL Juisoi I. '.4e 1897 1401 Mary A.R ika kis Assistant Secretary Form F6853-11/2001 Authorizing By-Laws and Resolutions ADOPTED BY THE BOARD OF DIRECTORS OF CONTINENTAL CASUALTY COMPANY: ' This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the Board of Directors of the Company. "Article IX Execution of Documents Section 3. Appointment of Attorney-in-fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys-in-fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys-in-fact, subject to the limitations set forth in their respective certificates of authority,shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thererto. The Chairman of the Board of Directors,the President or any Executive,Senior or Group Vice President or the Board of Directors,may,at any time,revoke all power and authority previously given to any attorney-in-fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "Resolved, that the signature of the President or any Executive,Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 3 of Article IX of the By-Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall,with respect to any bond or undertaking to which it is attached,continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF AMERICAN CASUALTY COMPANY OF READING,PENNSYLVANIA: This Power of Attorney is made and executed pursuant to and by authority of the following By-Law duly adopted by the Board of Directors of the Company. "Article VI—Execution of Obligations and Appointment of Attorney-In-Fact Section 2. Appointment of Attorney-in-fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys-in-fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys-in-fact, subject to the limitations set forth in their respective certificates of authority,shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The President or any Executive,Senior or Group Vice President may at any time revoke all power and authority previously given to any attorney-in-fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February,1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 2 of Article VI of the By-Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall,with respect to any bond or undertaking to which it is attached,continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF NATIONAL FIRE INSURANCE COMPANY OF HARTFORD: This Power of Attorney is made and executed pursuant to and by authority of the following Resolution duly adopted on February 17, 1993 by the Board of Directors of the Company. "RESOLVED: That the President,an Executive Vice President,or any Senior or Group Vice President of the Corporation may,from time to time, appoint,by written certificates,Attorneys-in-Fact to act in behalf of the Corporation in the execution of policies of insurance,bonds,undertakings and other obligatory instruments of like nature. Such Attorney-in-Fact, subject to the limitations set forth in their respective certificates of authority,shall have full power to bind the Corporation by their signature and execution of any such instrument and to attach the seal of the Corporation thereto. The President, an Executive Vice President,any Senior or Group Vice President or the Board of Directors may at any time revoke all power and authority previously given to any Attorney-in-Fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17°'day of February, 1993. "RESOLVED: That the signature of the President, an Executive Vice President or any Senior or Group Vice President and the seal of the Corporation may be affixed by facsimile on any power of attorney granted pursuant to the Resolution adopted by this Board of Directors on February 17, 1993 and the signature of a Secretary or an Assistant Secretary aid the seal of the Corporation may be affixed by facsimile to any certificate of any such power, and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Corporation. Any such power so executed and sealed and certified by certificate so executed and sealed,shall with respect to any bond or undertaking to which it is attached,continue to be valid and binding on the Corporation."