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HomeMy WebLinkAboutresolution.council.081-00 RESOLUTION #81 (Series of 2000) A RESOLUTION APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN, COLORADO, AND GOULD CONSTRUCTION, INC.. SETTING FORTH THE TERMS AND CONDITIONS REGARDING AUTHORIZING THE CITY MANAGER TO EXECUTE SAID CONTRACT WHEREAS, there has been submitted to the City Council a contract between the City of Aspen, Colorado, and Gould Construction, Inc. for the Rio Grande Basketball Concrete Project a copy of which contract is annexed hereto and made a part thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1 That the City Council of the city of Aspen hereby approves that contract between the City of Aspen, Colorado, and Gould Construction, Inc. regarding the City of Aspen's Rio Grande Basketball Concrete Contract a copy of which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said contract on behalf of the City of Aspen. [ Rachel E Richards,~Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that reso~ion adopte~i'by ~the City Council of the city of Aspen, Colorado, at a meeting h id 2oo0. ' Kathr~ KoCh City Clerk CONTRACT FOR CONSTRUCTION THIS AGREEMENT, made and entered into on ~ -~z..,,~...g~, by and between the CITY OF ASPEN, Colorado, hereinafter called the "City", and Gould Construction, Inc. , hereinafter called the "Contractor". WHEREAS, the City has caused to be prepared, in accordance with the law, specifications and other Contract Documents for the work herein described, and has approved and adopted said documents, and hascaused to be published, in the manner and for the time required by law, an advertisement, for the project: Rio Grande Basketball Court Concrete, and, WHEREAS, the Contractor, in response to such advertisement, or in response to direct invitation, has submitted to the City, in the manner and at the time specified, a sealed Bid in accordance with the terms of said Invitation for Bids; and, WHEREAS, the City, in the manner prescribed by law, has publicly opened, examined, and canvassed the Bids submitted in response to the published Invitation for Bids therefore, and as a result of such canvass has determined and declared the Contractor to be the lowest responsible and responsive bidder for the said Work and has duly awarded to the Contractor a Contract For Construction therefore, for the sum or sums set forth herein; NOW, THEREFORE, in consideration of the payments and Contract for Construction. herein mentioned: 1. The Contractor shall commence and complete the construction of the Work as fully described Jn the Contract Documents. 2. The Contractor shall furnish all of the materials, supplies, tools, equipment, labor and other services necessary for the construction and completion of the Work described herein. 3. The Contractor shall commence the work required by the Contract Documents within seven (7) consecutive calendar days after the date of "Notice To Proceed" and will complete the same by the date and time indicated in the Special Conditions unless the time is extended in accordance with appropriate provisions in the Contract Documents. 4. The Contractor agrees to perform all of the Work described in the Contract Documenis and comply with the terms therein for a sum not to exceedSixty three thous.and nine hundred fifteen dollars, and. no cents . ($ 63~915.00 ) DOLLARS or as shown on the BID proposal. CCI-971.doc Page 1 **CC1 5. The term "Contract Documents" means and includes the documents listed in the City of Aspen General Conditions to Contracts for Construction (version GC97-2) and in the Special Conditions. The Contract Documents are included herein by this reference and made a part hereof as if fully set forth here. 6. The City shall pay to the Contractor in the manner and at such time as set forth in the General Conditions, unless modified by the Special Conditions, such amounts as required by the Documents. 7. This Contract For Construction shall be binding upon all parties hereto and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to the contrary contained herein or in the Contract Documents, this Contract For Construction shall be subject to the City of Aspen Procurement Code, Title 4 of the Municipal Code, including the approval requirements of Section 4-08-040. This agreement shall not be binding upon the City unless duly executed by the City Manager or the Mayor of the City of Aspen (or a duly authorized official in his/her absence) following a resolution of the Council of the City of Aspen authorizing the Mayor or City Manager (or a duly authorized official in his/her absence) to execute the same. 8. This agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the City and the Contractor respectively and their agents, representatives, employees. Successors, assigns, and legal representatives. Neither the City nor the Contractor shall have the right to assign, transfer or sublet his or her interest or obligations hereunder without the written consent of the other party. 9. This agreement does not and shall not be deemed or construed to confer upon or grant to any third party or parties, except to parties to whom the Contractor or the City may assign this Contract For Construction in accordance with the specific written consent, any rights to claim damages or to bring suit, action or other proceeding against either the City or the Contractor because of any breach hereof or because of any of the terms, covenants, agreements or conditions herein contained. 10. No waiver of default by either party of any terms, covenants or conditions hereof to be performed, kept and observed by the other party shall be construed, or operate as, a waiver of any subsequent default of any of the terms, covenants or conditions herein contained, to be Performed, kept and observed by the other party. 11. The parties agree that this Contract For Construction was made in accordance with the laws of the State of Colorado and shall be so construed. Venue is agreed to be kept exclusively in the courts of Pitkin County, Colorado. 12. In the event that legal action is necessary to enfome any of the provisions of this Contract for Construction, the prevailing party shall be entitled to its costs and reasonable attorney's fees. 13. This Contract For Construction was reviewed and accepted through the mutual efforts of the parties hereto, and the parties agree that no construction shall be made or presumption shall arise for or against either party based on any alleged unequal status of the parties in the negotiation, review or drafting of this Contract For Construction. CC1-971.doe Page 2 **CC1 14. The undersigned representative of the Contractor, as an inducement to the City to execute this Contract For Construction, represents that he/she is an authorized representative of the Contractor for the purposes of executing this Contract For Construction and that he/she has full and complete authority to enter into this Contract For Construction for the terms and conditions specified herein. IN WITNESS WHEREOF, the parties agree hereto have executed this Contract For Construction on the date first above written. RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM: ~¢¢~ C i t ~"~n-g~ n~'~i n"~ ~epar~r~ent ¢ity%~o~'r~gy ATT,~TED BY: CONTRACTOR: Note: Certification of Incorporation shall be executed if Contractor is a Corporation. If a partnership, the Contract shall be signed by a Principal and indicate title.. 0C1-971.doc Page 3 **CC1 CERTIFICATE OF INCORPORATION ('To be completed if Contractor is a Corporation) STATE OF ) ss. COUNTY OF ~'"~, ~ ~,~ ) On this ~ day of _ , ~ , before me appeared ¢~ ~ , to me pemonally known, who, being by me flint duly sworn, did say that s/he is v¢c~ ~5i~ of ~ ~~ ~_ and that the seal affixed to said instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authori~ of its board of directors, and said deponent acknowledged said instrument to be the free act and deed of said corporation. WITNESS MY HAND AND NOTARIAL SEAL the day and year in this certificate first above written. Q ~qotary Address My commission expires: CC1-971.doc Page 4 **CC1 EOND NO. S261554 PERFORMANCE BOND KNOW ALL PERSONS BY THESE PRESENTS: That we, the undersigned, as, GOULD CONSTRU,CTIO.~, INC. · _ J ..... ~,~) having a legal b'usiness addressat 6874 EWE 8~ GLEN~..O. OD SPRINGS,_ CO 81501 . . , a · CORPORATION __ as Principal, hereinafter called 'Principal", and EMPLOYERS~ MUTUAL CASUALTY COMPANY (~me~s~m~,; . ~P.O. BOX 441_0_98, AURORA, CO 80044 a corporation organized under the ~aws of the State of IOWA , and qualified to tm,sect busine~s in the State of Colorado, hereinafter called "Surety% are held and firmly bodnd untd the City of As~an, a Colorado home rule municipality, as Obliges, hereinafter called "Cit~/', in the amount of: IXTY THREE THOUSAND NINE HLTNDRED . FIFTEEN DOLLARS & N0/100 ....... ($~, in lawful money"of th~ United States*fdr p'ayme~t whereof F~rincii~'ai and surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly unto these present. WHEREAS, Prinbipal has by written agreement ~dated JUNE 14 ,200..~0, entered into a contract with City for Rio Grande Basketball Court Concrete in accordance with the Documents which Contract Documents ts by reference made a part hereof, and is hereinafter referred to as the C~ntrect NOW, THEREFORE. if Principal shall well, truly and fa~fulty perform its duties, all the underta~ngs, covenants,, terms, conditions land agreements of said Contract during the original term thereof, and any extensions thereof which may be granted by the Ciiy, with or without notice to the Surety and during the guaranty period, and if Principal shall satisfy all claims and demands incurred under such Contract, and shall fully indem0 fy and save harm ess City from all c~sts and damages which it may suffer by reason of failure to do so, and shall reimburse and repay the City air o~lay and expense which the 0~ may incur in mal~ng good any default, then this obligation shall be void; othen~se it shall remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time,made by the City. Whenever Principal Shall be, and declared by City to be in default under the Contract, the City having performed C]~s obligation hereunder, the Surety may promptly remedy the defaul~ or shall promptly; Complete the Contract in accordance With its te~ms and conditions, or (2} Obtain a bid er bids for completing the Contract in aCCOrdance with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if the City elects, upon determination by the City and Surety jointly of the lowest responsible bidder, a~range for a contact betweer~ such bidder and City, and make available as work progresses (even though 'there shpuld be a default or succession of defaults under the Contract er Contracts of completion arranged under this paragraph) sufficient funds to pay'the cost of completion Jess the balance of the contract price, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term 'balanCe of the Contract price~ as used in this paragraph, shall mean the total amount payable by City to Principal under the Contract and any amendments thereto, less the amount properly paic~ by City to Principal, (3} Any contract or succession of contracts entered into hereunder for the completion of the Contact, shall also be subject to this bo.d as par~ of the odginai Contract obligations, Page t This bon(¢ is intended to be in s~tisfac~on of, and in addison to, the bond required pursuant to Section 38-26- 106, C.R.S., as amended. This bond,,as a penalty and indemnification I~ond, shall aisc entitle Cb tO recover as part of the comple~ion of the Contract or the payment of any labor or material costs hereunder, actual and censequantial damages, liquidated and unliquidatod damages, costs, reasonable attorneys fees and expert witness fees, including, without ! re!tat ons. the fees of engineering or archite, ctural consultants. Surety, for value received, hereby stipuisJas and agrees that to indemnify and save harmk~ss the City to the extent of any and ~11 payments in connection With the carrying out of the contract which the City may be required to make under the law by any mason of such failure or default of the Principal. Further, ,Surety and Principal shall protect, defend, indemnify and save harmless the City's officers, agents, sbrvants, and employees from and against all claims and actions and all expenses incidental to the defense of such clalrns or a~ons, based upon or~ arising cut of injuries or death of persons or damage to property c~tused by, or sustained in connection with, this Contract by condi'dorm created thereby, and on request of the City will assume ',he defense of any claim er a~ion brought against the C~. , , No right of action shall accrue on this Bond to or for the ~e of any person or corporat{on o~ ~h~ named herein or the employees, agents, administrators or successors of City. ~ '~ .~.~ SIGNED AND SEALED this 14TE. day Of ~ SUNE _ ~'~-'. .200 0.. SURETY: ~ . EMPL0~RS MU~4L CASUALTY~COMPANY _ _ ~ _ (Seal) ~ SA~DRA ~CE - -- . T~tle: _ATTO~EY-IN-FACT. NOTE; Accompany th~s bond with certified copy of General power of Attemey from the Surety to include the date of the bend. (Date of Bond must not be pdor to date of Contract.) if Principal is Partnership, all p~rtners should execute Bond. -- PB1 Page 2 BOND NO. S261554 PAYMENT BQND " KNOW ALL PERSONS BYTHESE PRESENTs: That we~ the undersigned, as, ' GOI~D CONSTRUCTION, INC. having a legal business ' ' ~" ~rmc~p~'s~m~) ' addreasat 6874 HWY 82, GLENWOOD SPRINGS. CO 81601 , a CORPORATION . , as Principal, hereinafter called "Pdnc[paF, and EMPL~OYERS MUTUAL CASUALTY COMPAN.Y. . , P.O. BOX 441098, AURORA, CO 80044 acorporatiorrorganizsdunderthelawsoftheSt~teof IOWA , and quaJified to tra.qsact business in the State of Colorado, hereinafter e~ed ~Surat~'. are held and firmly beund untO the City of Aspen, a Colorado home r01e municipality, as Oblif;lee, hereinafter called 'Cit~, in the amount of ' SIXTY THREE THOUSAND NINE HUNDRED · FIFTEEN DOLLAPS &~NO/100 ....... ($63~915.00), in lawful meney of' the United States for payment whereof Principal and §uretY[bind~hemselves, their heirs, execators, administrators successors and assigna, joint~ and esvemlly, firmly unto these praaent WHEREAS, Principal has by written agreement dated JUNE 14 _. 200_.Q entered into a contract with City tot a proiest enUtled: Rio Grande Basketbait Ceurt C~.cr~te in accordance with the Contract Doc-mants which Contract Dceumen~ !s by reference r. ade a par~ hereof, and is hereinafter referred to as the Contract. NOW, THEREFORE, THE CONOITION OF THiS OBLIGATION ~ such that. if Prinu-ipal shall prompily make payment to ali claimants hereinafter defined, for all labor and material used or reasonably required for the use i. the performance of the Contract, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the fallowing conditions: 1. A Claimant is defined as having a direct centract with the Principal er with subcontractor of the Principal for labor, material, or both. used or reasenably required ~or the performance of'the Contract. labor and material being oonst~ued to include that par~ of water, gas, power, light, heat, cll, gasoline, telephone service or rental equipment directly applicable to the Contract. 2. The above-name Principal and Surety hereby joinity and severally agree with the City that eve~7 claimant as herein defined who has not been paid in full before the expiration of ninety (~0) days after the date on which the las~ of such claimant's v~ri~ or labo~ was dome or performed or matefia!s were furnished by sUC~ claimant, may sue on this bend for Use of such sums as may be j,,stiy due claimant, and bare execution thereon. The CRy shall not be liable for the payment of any costs or axpenses of any such suit. 3. No suit or action shall commence hereunder by any claimant: (~1 Unlass claimant, other than one baying a d[reof centraof wRh the Principal shall have given written not,ce to any of the following: The Principal the CRy, or the Surety above named, within nj.sty (~0) days after such claimant did or performed the ~ast of the work ~r labor, or ~lllished t~e last of the maf~erial for which said claim is made, stating with substantial accuracy the amount clalrced and the name of the pa~y to whom the~ materials were furnished, or for whom the work of laDor was done or performed. Such no+Jce shall be served by mailing tbs same registered mail or certified mail, postage prepaid, in an envelope addressed to the Principal. CiB~ or Surety, at any place where an office is regularly mainta ned for the transactio, of businass, or esrved in any manner in which legal process may i~e served in the State of Celorado. YS1-S71.dmo -'yB~ Page: 1 (b) After the expiration of one (1),year following the date on which Principal ceased work on said Contract, it being undemtood, however, that if. any [imitation emb~ted in this Bond is prohibited by any law controlling the construction hereof, such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such Jaw. (c) Other than in a state of competent jurisdiction in and for the County of PEkin: State of Colorado. '4. The amount of this Bond shall be reduced to the extent of any payment or payments made hereunder, inclusive of the payment by surety of liens or claims which may be filed of record against the improvement(s), whether or not claim for the amount of such lien be presented under and against thts Bond. 5. This Bond is intended to be in sat~sfactisn of, and in addition to, the bond required pursuant to Sec'don 105 C ~ S ~s amended ', ~ -~ 6, Ne final seffiement between the City and Principal shall abddge the right of any benef~cfa. ~'~Yd'~-t~reunder;'~w~ose~ claim may be unsatisfied. SIGNED AND SEALED this 14T~I _ ' day of . JUNE : :'~ 2000__. PRINCIPAL: GOULD C 0NS T~f~14I ON, ~,~NC (s SURETY: ~ zEMt~L]~ERS MU_T/PA-~ CASUALTY COMPANY . , (seal) "~ SANDRA'~RCE ' - Title: ATTORNEY-IN-FACT NOTE: Accompany ~is bo~d with carload copy of General Power of Attorney from the Surety Company to include the date of the bond. (Date of Bond must not be prior to date of Contract). if Principal is a Partnership, ail partners should execute Bond. yel.971 .doc -Ye1 Page'. 2 BOND NO. S261554 MAINTENANCE BOND KNOW ALL PERSONS I3YTHESE PRESENTS, Th~twe, the undersigned, as GOUL~CONSJLRUCTION. INC. ..... Of 6874 HWY 82, GLENWOOD SPRINGS, CO ~ as PrincipaJ, 816 01 hereinafter referred to as "PrincipaJ", arid EMPLOYERS MUTUAL CASUALTY COMPANY ..... P,.O.~O.~ 441098~ A~ROAA~ CO 80044~ a corporation organized under the laws of the State of I~OWA _, and qualified to transact business in the State of Colorado, as "Sure~' are held and firmly bound unto the City of Aspen, Colorado, as obligee, hereinafter reran'ed to as "City," in the penal sum of: SIXTY THREE THOUSAND NINE HUNDRED FIFTEEN DOLLARS & NO/100 ....... ~oJla~ ($. 6.3,915.00 'l, lawful money of the United States of America, for the Payment of which sum, well and truly'to be made to the City, we bind ourselves, and our heirs, executors, administrators, successors, end assignees, jointly and severally, by these presents: WHEREAS, sal~ Principal has entered into a written Contract with the obligee dated _ 3H~E 14 200 0~, for furnishing all equipment, labor, tools and materials for: Rio Grande Basketball C~urt Concrete in accordance with detailed plans and specifications on file in the office of the City (~lerk Of said City, a copy of which Contra~t is at~eched hereto and made a par~ hereof. NOW THEREFORE, The conditions of the foregoing oblig~0ns are such that if the said Principal shall well and truly perform all the covenants and conditions of thi~ Contract on the part of said Principal to be performed, and repair or replace all defects for a period of two year(s) as provided herein, and protect and save harmless the City of Aspen, Colorado, from all loss and damages to life or property suffered or sustained by any person, firm or corporation, caused by said Principal or his agents or his employees in the performance of said work, or by, or in consequence of any negligence, carelessness, or misconduct in guarding and protecting same, or from any improper or defective equipr~ent er materials used in the work, or other damages, costs and expenses and set f~rth in such Contrasts~ then this obligation sh~ll be void otherwise to remain in full force and effect in law. This Bond guarantees that the material and eqdipment furnished and used, and workmanship employed in the performance of the work described in this Contract will be of such character and quality as to insure it to be free from all detects and in continuous good order and in a condition satisfantory to the Governing Body of the City of Aspen for a period of two year(s) from the date of the issuance of the Certificate of Completion. This Bond guarantees that the said Principal will keep and maintain the subject work without additional charge or cost to the C~ of a period speCified, and make such repaim or replasement of a,y defective construction as the City may deem necessary. "MB1 Face; I The said Principal shall not be required to ma, n~a~n any part of the ~provement under this after its completion and acceptance shall have:been removed Or altered by the City or ~ agerit~ SIGNED AND SEALED this 14TH day of,. JUNE SURETY: _ _ EM~O3~R~ MUTU~..%..~UALTY~--m~ COMPANY 'l-Kle: _ ATTORNEY-IN-FACT (Accompany this bond wi~l cerified copy of General Power of Attorney tram the Sure~/Compsny to include the date of the bend.) "MB1 Page: 2 1, Employers Mutual Casualty Company. an Iowa Corporation : 5 Dakota 2. EMCASCO nsuranceCompany an owaCorporaton 8; EMCProperty&Casual~Company an lowa Corporation Company of Providence. an Iowa - rCorooration 7, The Ham ton Mutual Insurance Company, an Ohio Corporation 3. Union Insurance 4. Illinois EMCASCO Insurance Company. an no s Corporation BARRY N. BLA~C.H. Ai'!D. S A,N.'DRA K P.ERCE. EiLEEN A. BLA~iChAnD. GRAND JCNCT'ON. COLOR.'~DO ......................................................................................................................... }' ................... ~ ':~:~-: ~' ~'~:. ~*~ -'~-~ :..,. ',, '--~ w'" ""' .3~';'e' nna aurae ~y confe red [o s~gn, sea,, ar.a exe,;u[e ,ts a*'u · s r' 'a' na%r~ as fo '.c.: .~: :~ AN At~OCN~*qO~ EXCE E DING ~EN~ MILL ON ~OL~ ........................................................... RESOLVED' r-s :-r~. e:" a~3 Cn -~" Ex.~:ut'.e Off. :e'. an..".:~ ='esident; tl': '"'~! s..? 5':c ~'~ be:'eLa': :' :TF . . IN WITNESS WHEREOF, :'e 3er~can ~s h~e sa.sec ~hes~ "~'d "' :;; .... ~rua,~" i ;': ~ ' ................. ~ ..... ~"'" ...... ' ~:"~ ~' .... SEAL ........... t";~ ~e~ ~ al%"" E~a ............ a ~ sg'c : .: ", Notary Public in and for the State of Iowa CERTIFICATE a" 3 :"iS ~';. 2,' :" .'"C. orr e; ss-ed :-rsuan: :"emtg0n --. Fe'~-~=a r y :_)',,'~, 2C.00 .... BID BOND Conforms with The American Institute of Architects, A.I.A. Document No. A-310 KNOW ALL BY TI-I~SE PRESENTS, That we, Gould Construction, Inc. 6874 Hiqhway 82, Glenwood SprinRs, CO 81601 as Principal, hereinafter called the Principal, andthe Employers Mutual Casualty Company , of P.O. Box 441098, Aurora, CO 80044 , a corporation duly organized under the laws of the State of Iowa , as Surety, hereinafter called the Surety, are held and f~rraly bound unto City of Aspen 130 S. Galena Street, Aspen, CO 81611 as Obligee, hereinafter called the Obligee, in the sum of 5% of Bid Amount .................................................................. Dollars ($ 5% of Bid Amount ) , for the payment of which sum well and truly to be made, the said Principal and 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 Rio Grande Basketball Court Concrete Project No. 2000-050 NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal 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 and for 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 mount 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 this 14th day of June . .? ~,2 ~0Q0 . Gould Construction, inc. /'~ 12~ ':7--': ..... Wimess ~ Sandm~l~7'l~--e--/ - Attorney-in-Fact S-0054/OEEF t 0~99 BARRY N BL'~' NCHAP3. SANDC{A K. P!ERCE. G~AND JUNCTION. COLOq.ADO ............................................................................................................................................ ...................................... IN ~N AMOUNT NO~ EXCEE:),NG TEN M~LUON DOLL~S ................................................. ,S and authority to (1) appoint 'attorneys-in-fact and authorize tl',~-, undertaki~gs,.recognizances, contracts of indemnity and other v, -". ',,~s r.:;, ...., ?::,: r, ,- the power and authorit7 given to him or her. Attorneys-in-fact s~'.a'., r,a,,,:., r-',;.',5' a:.: .-'::"..':'.ir '~,.t:.cc' ::' ?'?. :;:Ts ;~": ,,-r.:..'.:,c~s ,;." ?,5 ;:;:;.,5:-c.'-,':'.;,'..r:':~',..ss,.,,-:; m '"e"'. to execute and deliver on behalf of the Company, and to attach the sea~ of me Company [nsrj::. :~.*."';s ar~ '..',r, ae".?.~ n~:.-'.. -,'.-::ch'z.3-. other writings obligatory in the nature thereof, and any such insttume~t ~Xe~ute~ b~/~ny St~ch a.;:r:'~, ',' .~.3c. s::.', ;~;.: ... :,- ::.~:: ~'; 'e ~: ~'.:s: .".:'." ,':. :,..':.n :,,~. C..",',:: .= -.., Ce~tficaton as to the va dty of any power.of, attorney an OffiCer n; certified copy of any power-of-attorney of the Compan) · ~.~,~ day of c..k .......