Document Moscow_doc_c54528b67b

CONSTRUCTION AGREEMENT WATER SUPPLY WELL NO. 10 - 2015 BETWEEN CITY OF MOSCOW, IDAHO BOARTLONGYEARCOMPANY THIS CONSTRUCTION AGREEMENT WATER SUPPLY WELL NO. 10 - 2015 BETWEEN CITY OF MOSCOW IDAHO AND BOART LONGYEAR COMPANY 01ereinafter 'Agreement') dated this day of F'e.bruo-.r'1 , 2016 by and between the City of Moscow, Idaho, a municipal corporation of the State of Idalfu 206 Ea t Third treet, Moscow, Idaho, 83843 (hereinafter "City"), and Boart Longyear Company, 2745 West California Ave, Salt Lake City, Utah, 84104 (hereinafter "Contractor"); WITNESSETH: WHEREAS, pursuant to the invitation of City through a "Solicitation For Bids", Contractor submitted a proposal containing an offer invited by said notice; and WHEREAS, City has determined that said offer was the lowest responsive bid; and WHEREAS, City has accepted Contractor's bid; NOW THEREFORE, the parties to this Agreement, in consideration of the mutual covenants and stipulations set out, agree as follows: ARTICLE 1. CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between City and Contractor concerning the work to be performed are this Agreement, pages one through five (1 through 5) and the following: 1. 2. Advertisement for Bids; Project Specifications titled: Water Supply Well No. 10 - 2015 City of Moscow Project No. 108-014 3. Complete Bid/Proposal of Contractor, dated December 11, 2015, including all required Idaho Department of Environmental Quality forms and physically attached to this Agreement; 4. The Engineering Plans; 5. Performance and Payment Bonds and Insurance Certificates, physically attached to this Agreement; 6. Change Orders which may be delivered or issued after the effective date of this Agreement. There are no Contract Documents other than those listed in Article 1. This Agreement may only be amended by change order as provided in the General Conditions. WATER SUPPLY WELL No. 10-2015 CITY AND BOA RT LONGYEAR COMPANY PAGE 1OF5 ·2Dllt:>-Oll ---PAGE BREAK--- ARTICLE2. WORK Contractor shall complete the entire work as specified, indicated and required under the Contract Documents for City project (hereinafter "Project") titled: "Water Supply Well No. 10 - 2015" ARTICLE3. CONTRACT TIME/SUBSTANTIAL COMPLETION The work to be performed pursuant to this Agreement shall be substantially complete on or before Two Hundred Seventy Five (275) calendar days after authorization to proceed, unless adjustment of the contract time is made in accordance with the provisions of the Contract Documents. Contractor shall begin work in conformance with the Contract Documents and shall complete the work prior to the date of completion. ARTICLE4. CONTRACT SUM City shall pay Contractor for completion of the Work in accordance with the Contract Documents in current funds the amount of One Million Three Hundred Thirty Nine Thousand Three Hundred Ninety Two and 00/100 Dollars ($1,339,392.00) for Bid Schedule B, as submitted by Contractor. In no event shall Contract amount exceed Contractor's bid amount of One Million Three Hundred Thirty Nine Thousand Three Hundred Ninety Two and 00/100 Dollars ($1,339,392.00) unless otherwise authorized by the City. Any such increase in work shall be compensated in accordance with unit pricing terms specified in bid documents. Said Contract Sum shall be paid in accordance with the Contract Documents. ARTICLE 5. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between Contractor and City by the terms of this Agreement. It is understood by the parties hereto that Contractor is an independent contractor and as such neither it nor its employees, agents, representatives or subcontractors, if any, are employees of City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE 6. SCOPE OF SERVICES Contractor shall perform all services required by the Contract Documents. All work shall be completed in accordance with the specifications and plans established for this Project. WATER SUPPLY WELL No. 10-2015 CITY AND BOART LONGYEAR COMPANY PAGE2 OF 5 ---PAGE BREAK--- ARTICLE 7. HOLD HARMLESS/INDEMNIFICATION In addition to other rights granted City by the Contract Documents, Contractor shall, except to the extent attributable to the sole negligence or willful misconduct of Engineer or the City, indemnify and save harmless the City, its officers, employees, and engineers, from all suits, actions, or claims of any character brought because of any injuries or damages received or sustained by any person, persons, or property on account of the operations of Contractor or its subcontractors; or on account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect, or misconduct of Contractor or its subcontractors; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree. ARTICLE 8. CONFLICT OF INTEREST Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the Project which would conflict in any manner or degree with the performance of its services hereunder. Contractor further covenants that, in performing this Agreement, it will employ no person who has any such interest. Should any conflict of interest arise during the performance of this Agreement, Contractor shall immediately disclose such conflict to the Project Engineer/Engineer and City. ARTICLE9. ENTIRE AGREEMENT, MODIFICATION AND ASSIGNABILITY This Agreement and the exhibits hereto (if any) contain the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party are valid or binding unless contained herein. This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. Contractor may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder other than as contemplated by the Contract Documents, without the prior written consent and express authorization of City. ARTICLE 10. ADHERENCE TO LAW REQUIRED All applicable local, state and federal statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by Contractor shall be deemed material and shall subject Contractor to termination of this Agreement for cause. No pleas of misunderstanding or ignorance on the part of Contractor will in any way serve to modify the provisions of this requirement. Contractor and its surety shall indemnify and save harmless City and its employees, agents, engineers and representatives against any claim or liability arising from or based on the violation of any such laws, codes, ordinances, or regulations, whether by Contractor, Contractor's employees, or its subcontractors. 10-2015 CITY AND BOART LONGYEAR C OMPANY PAGE 3 OF 5 ---PAGE BREAK--- ARTICLE 11. LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. ARTICLE 12. JURISDICTION AND VENUE It is agreed that this agreement shall be construed under and governed by the laws of the State ofldaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. ARTICLE 13. SPECIAL WARRANTY Contractor declares that no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion, or negotiation leading to the award of this Agreement. Any such activity by Contractor shall make this Agreement null and void. ARTICLE 14. COMMUNICATIONS Such communications as are required by this Agreement shall be satisfied by mailing or by personal delivery to the parties at the following address: Contractor: Boart Longyear Company 2745 West California Ave. Salt Lake City, UT 84104 ARTICLE 15. EXECUTION City: City Engineer City of Moscow 206 East Third Street P 0 Box 9203 Moscow, Idaho 83843 IN WITNESS WHEREOF, said Contractor and City have caused this Agreement to be executed on the day and year first above written. ontractor: Boart Longyear Company WATER SUPPLY WELL No. 10 -2015 CITY AND BOART LONGYEAR COMPANY City: City of Moscow, Idaho Bill Lambert, Mayor PAGE40F 5 ---PAGE BREAK--- . · ATTEST: - By: Approved As To Form: ACKNOWLEDGMENT State of ) ) :ss County of S ) On this ~ day of Fekbi?-U , 2016, before me, the undersigned, a Notary in and for said State, personally appeared ~ C..u.\l-1\ s , known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he/she executed the same in his/her capacity as ~ . ~ . for Boart Longyear Company. (seal) r - - Ncita';y'P-;iiic -1 I NIKKI LYNNE BURCH I $ ~ COMMISSIO~ N~MBER. 6738211 I i /ii, My Comm1ss1on Expires I .'fl January 17, 2018 I 1 WATER SUPPLY WELL No. 10-2015 CITY AND BOART LONGYEAR COMPANY PAGE5 OF 5 ---PAGE BREAK--- ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) 02/02/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC. NAME: PHONE I FAX 540 W. MADISON IAIC Nol: CHICAGO, IL 60661 E-MAIL Attn: [EMAIL REDACTED] I Fax: [PHONE REDACTED] INSURERISI AFFORDING COVERAGE NAIC# INSURER A: ACE Amertcan Insurance Company 22667 INSURED INSURER B : N/A N/A BOART LONGYEAR GLOBAL HOLDCO, INC. & BOART LONGYEAR (ASXCO) (AUSTRALIA) INSURERC: ITS SUBSIDIARIES, DIVISIONS, AND AFFILIATES INSURER D: SEE ATTACHED LIST 1 OBOS SOUTH RIVER FRONT PARKWAY, SUITE 600 INSURER E: SOUTH JORDAN. UT 84095 IN.SURERF: COVERAGES CERTIFICATE NUMBER: CH 1-006532519-01 REVISION NUMBER:3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 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. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE AUOL ,&~'ilg!JY~, POLICY EXP LIMITS LTR POLICY NUMBER IMM/00/YYYYI A x COMMERCIAL GENERAL LIABILllY HDOG2739629A 08/01/2015 08/01/2016 EACH OCCURRENCE $ 2.000.000 I CLAIMS-MADE ~ OCCUR YE~~~~encel $ 1,000,000 x CONTRACTUAL LIABILITY MED EXP (Anv one person) $ 5,000 - PERSONAL & ADV INJURY $ 2,000,000 - GEN'LAGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 4,000,000 ~ D PRO· DLOC PRODUCTS - COMP/OP AGG $ 4,000,000 POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY ISAH 08858226 08/01/2015 08/01/2016 COMBINED SINGLE l.JMIT $ 5,000,000 1Ea accklenn x ANY AUTO BODILY INJURY (Per person) $ ALL OWNED - SCHEDULED BODILY INJURY (Per accident) $ AUTOS - AUTOS x x NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS tPer a~rloru lo act for and on behalfof the Company, and such Resolution shall not limit or otherwise affect the exercise of any sueh power or authority otherwise \'al idly granted or vested Does hereby nominate, constitute and appoint Brittany D Clavin, L Choren, Debra C Schneider, Heidi A Notheisen, JoAnn R Frank, Karen L Roider, Pamela A Beel man, Sandra L Ham, all of the City of SAINT LOUIS, Missouri, each individually if there be more than one named, its tr11e and lawful attorney-in-fact, to make, execute, seal and deliver on its behalf, and as its act and deed w1y and all bonds, undenakings, recognizances, contracts and other writings in the na(Źre thereof in penahics not exceeding S1.w1;111y Pive million dollar!! &2cro cents (S?S,000,000.00) ond thee ecution ofsu.ch writings in pur.;uance of these presents shall be as binding upon said Company, os fully and amply as if they hod been duly exccuicd and acknowledged by the regularly elected officers of the Company at its principal office, IN WITNESS WHEREOF, the said Stephen M. Haney, Vice-President, has hereunto subscribed his name and affixed the Corporate seal of the said WESTCHESTER FIRE INSURANCE COMPANY this 22 day of January 2016. COMMONWEALTH OF COUNTY OF PHILADELPHIA ss. WESTCHESTER FIRE INSURANCE COMPANY ( SllOphan M. Hmc:r , Vice President On this 22 day of January, AD. 2016 before me, a Notary Public of the Commonwealth of in and for the County of Philadelphia came Stephen M Honey ,Vice-President of lhe WESTCHESTER Fl.RE INSURANCE COMPANY 10 me personally known to be the individual ond officer who executed the preceding instrument, and he acknowledged that he cxc uted the some, and that the seal affixed to the prcoeding instrument is the corporate seal of said Company; that the said corponnc seal and his signature were duly affixed by· the authority and direction oflhe said corporation, and lhet Resolution, adopted by the Board of Directors of said Company, referred to in the preceding instrument, is now in force. I, the undersigned Assistant Secretary of the WESTCHESTER FIRE INSURANCE COMPANY, do hereby certify that the original POWER OF ATTORNEY, of which the foregoing is a substantially true and correct copy, is in full force and effect In witness whereof, I have hereunto subscribed my name as Assistant Secretary, and affixed the corporate seal of the Corporation, this5thciay oiFebruary, 201 6 • THIS POWER OF ATTORNEY MAY NOT BE USED TO EXECUTE ANY BOND WITH AN INCEPTION DA TE AFTER January 22, 2018. _r_d_l_0_45_4_6_c_o_n_ ta_in _s_a_security pantograph, blue background. heat-sensitive ink coin·reactive watermark. and mic®text printing on border. ---PAGE BREAK--- Document A312TM - 2010 Conforms with The American Institute of Architects AIA Document 312 Payment Bond Bond Number: K09322905 CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) Boart Longyear Company 2745 West California Avenue Salt Lake City, UT 84104 Westchester Fire Insurance Company 436 Walnut Street OWNER: (Name, legal status and address) City of Moscow 206 East Third Street Moscow, ID 83843 CONSTRUCTION CONTRACT Date: 2/4/2016 Amount: $1,339,392.00 Description: (Name and location) Project No. 108-014; Water Supply Well 10 - 2015 BOND Date: 2/5/2016 (Not earlier than Construction Contract Date) Amount: $1,339,392.00 Philadelphia, PA 19106 State of Inc: Modifications to this Bond: * None D See Section 18 CONTRACTOR AS PRINCIPAL Company: (Corporate Seal) SURETY Company: (Corporate Seal) Boart Longyear 1cl11pany . Westchester Fire Insurance Company Signature: LJ1 Signatur . J1-4J-L..i. Name Name And Title: l.PA ' And Title: L. Choren, Attorney-In-Fact (Any additional signatures appear on the !a.l"t page of thfr Payment Bond) (FOR INFORMATION ONLY -Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: Marsh USA Inc. 701 Market Street St. Louis, MO 63101-2500 [PHONE REDACTED] (Architect, Engineer or other party:) This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. ---PAGE BREAK--- § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has notified the Contractor and the Surety (at the address described in Section I 3) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 1 § 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7 .3 The Surety's failure to discharge its obligations under Section 7 .1 or Section 7 .2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7 .1 or Section 7 the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this bond, subject to the Owner's priority to use the funds for the completion of the work. § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any ---PAGE BREAK--- Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date on which the Claimant sent a Claim to the Surety pursuant to Section 5. l .2 or 5 or on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1 ) or first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to Furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of the Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. ---PAGE BREAK--- § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Signature: Signature: Name and Title: Name and Title: Address Address (Corporate Seal) ---PAGE BREAK--- ACKNOWLEDGMENT BY SURETY STA'TE OF CiLy of On Lhis Missouri St. Louis } SS. 2016 , before me personally appeared h a%L& . _Ch _ o_r_e_n _ , known to me to be the Atlorney-in-Facl of Westchester Fire Insurance Company , the corporation that executed the within inslrumenl, and acknowledged to me that such corporalion executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and aflixed my oOicial seal, at my oflice in the aforesaid County, the day ;md year in this certificate first above wrillcn. My Commission Expires: December 03, 2019 (Seal) KELSEY JONES Notary Public. Notary Seal State of MISSOUll St. Louis CllY commission# 1 5973646 My commission Expires December 03. 2019 S-0230/GEEF 2/98 Notary Public in the State of Missouri Cily of St. Louis Commission Number: 15973616 ---PAGE BREAK--- Power of Attorney WESTCHESTER FIRE INSURANCE COMPANY Know all men by these presents: That WESTCHESTER FIRE INSURANCE COMPANY, a corporation of the Commonwealth of pursuant to the following Resolution, adopted by the Board of Directors of the said Company on December 11, 2006, to wit: RESOLVED, that the following authorimtions relate to the tx:ccution. for and on behalf of the Company, or bonds, undertakings, recognizances, contracts and other written comminnents of the Company entered into the ordinary course of business (each a "Written Commitment"): Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company, under the seal of1he Company or otherwise Each duly appointed anomey-in-fact oflhe Company is hereby authorized lo ""ecute lily Written Commitment for and on behalf of the Company, under th• seal of the Company or otherwise, to the extent thaJ such action is authorized by the grant of' powers provided for in such persons written appointment as such attorney· in-fact Each of the Chainnan, the President and lhe Vice Presidents of the Company is hereby authoriz.ed, for and on behaJf of the Company, to appoint in writing Bny person the attorney-in-fact of the Company wllh full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwisti, such Compn,ny as may be specified in such writ1en appointment, which specific8tion may be by general type or class of Writ1en Commitments or by specitic1uion or one or moro po.11 cul1r Wrihen Commitmans. Each of 1he Chairman, the President and Vice Presidents of the Company in hereby authorized, for and on behalf of the Company, lo dolegate in writing any other officer oflhe Company the authority to oKecute, for and on behalf of tho Company, under the Company's seal or otherwise, such Written Commitments of tho Company as 110 specified in such written delegation, which specification may be by genera] type or class of Wrinen Commitments or by specification of one or more particuJar Wrinen Commitments. The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution, and the seal of the Company, may be affixed by facsimile on such Written Commitment or written appointment or delegation FURTHER RESOLVED, 1hal the foregoing Resolution shall not be deemed lo be an oxclusive statement of the powers and authority of ollicerJ, employees and olher p0l1i