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HomeMy WebLinkAboutC2011-045 - 1/25/2011 - ApprovedF AGREEMENT FOR PERFORMANCE AND COMPLETION OF CONTRACT This Agreement is made and entered into this 13th day of January 2011 by and between City of Corpus Christi (the "City ") and Insurance Company of the West and Independence Casualty & Surety Co. (the "Surety ") RECITALS WHEREAS, H &G Contractors, Inc. (the "Original Contractor ") and the City of Corpus Christi entered into a construction contract (the "Contract ") dated October 21, 200$ for the construction of the Laguna Shores Road Rehabilitation -- Graham Road to Hustlin' Hornet Drive, Project No. 627$ located in Corpus Christi, Texas (the "Project "); WHEREAS, as required by the terms of the Contract, Original Contractor and the Surety made, executed and delivered to the City, Performance Bond No. 2274270 and Payment Bond No. 2274270 (collectively, the "Bonds "), both in the penal sure of $2,919,681.16; WHEREAS, the City issued a notice of default and order to suspend all work on August 20, 2010 that included a request for the involvement of the Surety under the Performance Bond to complete the remaining scope of work under the Contract; WHEREAS, the Surety has obtained a proposal for completion of all obligations of the Contract from Haas - -- Anderson Construction, Ltd. the "Completing Contractor "); WHEREAS, in fulfillment of the terms of the Performance Bond, the Surety seeps to tender the Completing Contractor to the City to complete the Contract upon the terms set forth therein and in this Agreement WHEREAS, the City agrees to accept the tender of the Cornpieting Contractor to complete the Contract upon the terms set forth therein and in this Agreement; and WHFRF..AS, all parties hereto agree that this Agreement shall be entered into so that the remaining work and requirements of the Contract can be completed. AGr.RE.EMENT ICW 1 1��rrt A GREEMENT FOR ]PERFORMANCE AND C OMPLETION OF CO NTRACT 2011 -045 M2011 -034 01/25/11 & Independence Casualty Co. NOW THEREFORE, in consideration of the mutual promises scat forth herein as well as good and other consideration, the receipt and sufficiency of which is hereby acknowledged the City and Surety do hereby covenant and agree as follows: I. The recitals set forth above are incorporated herein and are contractual previsions, not mere recitals. 2. Completing Contractor has submitted a bid proposal dated December 17, 2010 in the amount of $1,450,432.12 to complete the obligations of the Contract upon the terms set forth therein in strict accordance with the terms and conditions of the Contract, including all warranty INDEXED obligations and Latent conditions. A copy of the proposal of Completing Contractor is attached hereto as Exhibit "A" i The City shall require Completing Contractor to provide a Performance Bond and a Payment Bond (hereinafter referred to as "New Performance Bond" and "Now Payment Bond ") in the amount of $1,450,432.12 naming Completing Contractor as Principal and the City as Obligee. The New Performance Bond shall guarantee Completing Contractor's performance of the terms of the Contract. The New Perfarmance and New Payment Bonds shall be effective as of the date of this Agreement and from a surety acceptable to the City. 4. The Payment Bond shall remain in full force and effect for all obligations of Original Contractor and Surety. Original Contractor and Surety retain all obligations, rights, and defenses related thereto, Completing Contractor shall not be responsible for debt or obligations incurred by Original Contractor except as set forth herein, The Payment Bond shall not be responsible for labor or material supplied to Completing Contractor and shall not be considered a co- surety with Completing Contractor's surety, All payments made by Surety relating to claims on its Payment Bond as provided herein shall be credited against the penal limit of its Payment Bond. Surety shall not, under any circumstances, be obligated to expend more than the penal limit of its Payment Bond. :Surety shall in no way be responsible rot any payment obligations, debts, or failures undertaken by Completing Contractor and its surety. 5. Completing Contractor and its surety shall assume full, total, and complete responsibility for all obligations and work and materials to be incorporated into the Project, pursuant to the Contract requirements. 6. The City certifies to Surety that the Contract amount with approved adjustments is $2,909,463.51. The City further represents to Surety that it has paid Original Contractor $1,716,169.08, that it paid $32,342.34 for Erosion Control (SW.PPP). $20,950.80 for Traffic Control Harriers, $792.00 for Addition Testing, and $14,172.00 for additional Engineering Services and that the balance of the Contract funds currently held by the City is 51,125,037.29, The City agrees to recommit the balance of the Contract funds to the completion of the Contract. T The Surety is hereby granted a non - compensatory time extension from the original completion data in the Contract until the Completion Date set forth in the Completing Contractor's proposal_ As consideration for the non - compensatory time extension, the Surety, f'or itself and the Original Contractor, hereby waives any right to claim for additional time extensions and/or damages as a result of any delays and/or overpayment to the Original. Contractor which may have been caused by the City Lip to and including the date of this Agreement. 8. The City agrees that nothing, herein shall be deemed to waive the limitation of the Surety's liability under the Performance Bond above and beyond the penal limit of the Performance Bond. 9. To the extent the amount of the proposal of Completing Contractor Haas Anderson Construction, Ltd, exceeds the Contract balance currently being held by the City, the AGREEMENT FOR PERFORMANCE AND COMPLETION OF CONTRACT Y Surety shall deliver to the City a check in the amount of $325,394.83 within thirty (30) days from the date of this Agreement. Any payment by Surety shall reduce the penal sum of the Performance Bond accordingly. The Surety shall perform a final reconciliation audit of unit quantities upon the completion of the scope of the Contract by the Completing Contractor. The City and the Surety agree to .make appropriate adjustments to the Contract amount and any payment by Surety as set forth in this paragraph based on the audit of unit quantities, 10. Effective upon execution of this Agreement, the City and Surety expressly release, acquit, and forever discharge each other their successors and assigns, subsidiaries, parents or affiliates from any and all claims, rights, demands and/or causes of action of whatsoever kind which the City and Surety have or may claim to have against each other under and/or by reason of the Contract and Performance Bond, and the City hereby agrees to return the Original Performance Bond to Surety upon execution of this Agreement. H. The City, upon satisfactory completion of the Contract by Completing Contractor, evidenced by a writing from the City, agrees to assign unto Surety, any and all rights, demands, claims and/or causes of action which the City has as against Original Contractor arising out of, as a result of and/or on the basis of the default and breach by Original Contractor of the Contract for the Project, and the City gives Surety full power and authority to ask, demand, collect, receive, compound and/or release, and in its name or otherwise to p rosecute and withdraw any claims, suits or proceedings at law or in equity as against Original Contractor in its efforts to obtain recovery uponn its rights under said assignment. 12. 'f he City accepts Completing Contractor for the completion of the Contract including Completing Contractor's responsibility for all labor and material contemplated under the Contract, 13. The City and the Surety hereby represent that this /Agreement, including all documents incorporated herein by reference (including, but not limited to, the Contract, all of its attachments, and any and all documents incorporated into the Contract), constitutes the complete Agreement between the parties hereto. No oral understandings shall constitute any portion hereof. 14. The City expressly agrees that Surety shall have no further obligations, liabilities, or responsibilities For contract administration in completion of the Contract except as stated in this Agreement. 15. 11' any provision of this Agreement is found to be invalid, all of the other provisions shall rernain in full force and effect. 16. This Agreement represents the entire Agreement between the parties hereto and will not be modified, except by a writing signed by all parties. 17. The parties hereto warrant that they are authorized to execute this Agreement on behalfoftheir respective entities. 1,, �, AGREEMENT FOR PERFORMANCE AND COMPLETION OF CONTRACT IV11- 18_ This Agreement is solely for the benefit of the parties bereft.). The parties do not intend by any provision hereof to create any third. -party bencholaries or to cover any benefit upon or enforce rights hereunder or otherwise upon anyone other than the parties hereto. 19. No change, addition, alteration or amendments can be made to this Agreement unless made in writing and signed by all parties to the Agreement. 20. This Agreement sha.lI be governed by and controlled by the laws of the State of Texas. 21. The parties hereby stipulate and agree that if it becomes necessary for either party to file any action in. connection with this Agreement including, without Iirnitation, to enforce any breach of this Agreement that such action shall he brought in Nueces County, Texas and that venue shall be proper in Nueces County, Texas. 22. This Agreement may be executed in counterparts each of which shall be deemed an original. IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated above, and each of the undersigned personally represent and warrant that they have the full right, power and authority to execute this Agreement on behalf of the respective parties. ApprovetlasioLegdf • I � Veronica Ocanas Assistant City Attorney For City Attorney BY COURML...t g w......1.3.:.�: s£CIRUAttlr pb• THE CITY OF CORP -JS CHRISTI By Natne: Title: INSURANCE COMPANY OF THE WEST and INDFPENDENCE,' CASUALTY & SURETY CO. By: A Title: � Name: Title: c \ca �;nP, �A, ATTEST, ARlviWDO CHAPA CITY C.RETAR" 4 AGREEMENT FOR PERF ORMANCE AND COMPLETION OF CONTRACT . f Inquiry No. F10150 - RFQ -1 PROPOSAL FORM FOR PROJECT COMPLETION TO BE SUBMITTED IN TRIPLICATE TO: Carp, C/a Insurance Company of the West CIO Forcon International Corp. 1216 Oakfield Drive Brandon, Florida 33511 1. CONTRACT PRICE 1.1 Total compensation to Completion Contractor for full and complete performance by Completion Contractor of all the Work, including the furnishing of all labor, materials, equipment, supervision, insurance, bonds, tools, taxes, overhead, profit, and each and every item of expense necessary to complete the Work, in full compliance with all terms and conditions of the Contract, Instructions to Bidders, General Conditions, Supplementary Conditions, Addenda, Attachment to Addenda, Plans and Specifications, Alternates, existing approved modifications, approved change orders and Inquiry No. F10150 - RFQ -1 as well as the correction of any patently (evident) defective work, if any, done by the Former Contractorand all documents referenced therein, and for Completion Contractor's payment 1 of all obligations incurred in, or applicable to performance of all the Work, shall be as provided in the original bid package. Bidders are to include the cost of all required contract documents such as Drawings, Project Manuals, etc. Total Unit Price Bid:����f Written Amount 30 1.2 The quotation is valid for a period ofWdays after the Bid Due Date of this Request for Quotation. Bidder acknowledges receipt of $10.00 as full consideration for agreeing to do so. 1.3 The Unit Prices set forth herein are firm for the duration of the Work. 1.4 The Completion Contractor shall commence work within ten (10) working days afterthe date of the written Notice o Pro peed from the Surety or Owner /Obligee, and shall complete the Work within O n e. Idgma ( 100 � ) consecutive calendar days, including Sundays and holidays. Liquidated and/or Actual damages shall be in full force and effect for time overruns beyond the completion time specified herein. 111.1 Revised October 17, 2005 Inquiry No. F10150 - RFQ -1 2. PRICING FOR ANY APPROVED CHANGES TO THE SCOPE OF WORK DUE TO LATENT DEFECTS Completion Contractor shall be reimbursed for changes in the Work which have been authorized and approved in accordance with the terms of the Completion Contract, on a fixed price or cost reimbursable basis as determined by Surety. Cost reimbursable prices shall be as set forth herein. 2.1 Cost Reimbursable Prices Completion Contractor shall be reimbursed for changes in the Work which have been authorized and approved in accordance with the terms of the Completion Contract, on a fixed price or cost reimbursable basis and shall be priced as follows: 2.1.1 Labor Related Costs and Profit 2.1.1.1 All -in Rate Compensation to Completion Contractor for labor related costs and profit shall be in accordance with the rates set forth in the "Labor Rate Schedule" included as Exhibit (L) herein. 2.1.1.2 The all - in rates shall include all direct wage rates, insurance, payroll taxes, small tools which cost Completion Contractor less than $2,000.00 per tool, temporary construction facilities, consumables, expendables, overhead, profit and all other costs and expenses incurred by Completion Contractor in performing the Work. 2.1.2 Material Costs and Markups All actual costsof Completion Contractor supplied materials for incorporation into the permanent facility (excluding consumables, expendable and small tools which cost Completion Contractorless than $2,000 pertool) shall be at actual invoiced cost paid by Completion Contractor (excluding taxes) delivered to jobsite, plus a marku for all profit and overhead expenses of Completion Contractor thereon, of %, (Taxes shall be at actual cost to Completion Contractor without markup per paragraph 2.1.6 below). 111 Revised October 17, 2005 Inquiry No. F10150 - RFQ -1 2.1.3 Equipment Costs All costs of Completion Contractor for contractor -owned equipment, including maintenance, repairs, fuel, profit and overhead, shall be at the rates set forth in Exhibit (M) entitled "Equipment Rate Schedule", attached and incorporated herein. 2.1.4 Subcontracts All subcontracts for performance of extra work shall be at actual cost to Completion Contractor of such subcontracts (not to exceed such subcontract price) plus a markup for all profit and overhead expense of Completion Contractor thereon, of 10 2 — %. 2.1.5 Th ird -Party Equipment For third party rental equipment used, Compietion Contractor shall be reimbursed for actual net rental price, plus % of rental price for overhead and profit. Transportation, state and local taxes shall be at actual cost to Completion Contractor without markup. 2.1.6 Taxes All duties, sales and use taxes, excise taxes, and similar taxes applicable to and arising directly out of performance of the Work, which are imposed by any governmental authority, excluding personal property taxes on construction equipment and other property owned by Completion Contractor and taxes on net income of Completion Contractor, shall be at Completion Contractor's actual cost without markup. 2.2 Costs and Expenses All costs and expenses of all items are to be at the cost or expense of or for the account of Completion Contractor, or are to be performed by Completion Contractor at no additional cost to Owner /Obligee. All costs and expenses of Completion Contractor to perform the Work not expressly stated in this Section 2.0 reimbursable to Completion Contractor, shall not be reimbursable costs under the provisions of this Section 2.0 and shall be deemed within the markups for overhead or profit set forth in this Section 2.0. 111 -3 RWsed Ociober 17, 2005 Inquiry No. F10150 - RFQ -1 1 3. CONDITIONS 3.1 The undersigned Bidder has examined and read the Contract Documents, has performed a job site inspection, and is acquainted with and fully understands the extent and character of the Work to be performed. 3.2 The Bidder agrees that if awarded a Completion Contract, the major suppliers and subcontractors used in the prosecution of the Work shall be those listed below. The following list includes all suppliers and subcontractors who will perform work representing approximately a value of five percent (5 %) or more of the Work. The Bidder represents that the suppliers and/or subcontractors listed below are financially responsible, are qualified to do the work required and are approved by Owner /Obligee. Name o f Supplier /Subcontractor V c11 j C5 K _ I yV5 ' nzbhA : -Lei d S 'H.il1 �!us f31,t11C�' re 3.3 A Bid Bond for completion of the W rk properly executed by the undersigned nd by a qualified surety in the sum of �D '.Sre, es°� ^ � Dollars ($� 0�6re- r-*% representing not less than twenty percent (20 %) of the total amount of each Bid made payable to Surety, which we agree to forfeit to Surety not as a penalty, but as reasonable, fixed and liquidated damages in the event we fail to enter into a contract and furnish the required performance and payment bonds in the amount of one hundred percent (100 %) of each Bid within seven (7) working days after receipt of the Completion Contract by us, is enclosed herewith. 3.4 The undersigned certifies that he /they is /are the only person, or persons, interested in this proposal as principals, and that the proposal is made without collusion with any other person, firm or corporation, 4 REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERERS. 4.1 The original solicitation, offer, and award is contained in Exhibit (B) herein. The bidder shall complete and submit with his bid all applicable sections of Representations, Certifications, Disclosures and other Statements of Offerers if required by bid documents. 111-4 Revleed October 17 zoos Inquiry No. F10150 - RFQ -1 5 EXECUTION OF CONTRACT The undersigned agrees that if its Bid is accepted, it will execute and return to the Owner /Obligee or Surety the acceptance copy of the Completion Contract within seven (7) working days, that it will fumish the properly executed bonds as required by the terms of the Completion Contract to the Surety or Owner /Obligee within seven (7) working days, that it will perform the Work in accordance with the requirements of the Contract Documents, that it will commence the Work within seven (7) working days after the Surety or Owner /Obligee issues a Notice to Proceed, that it will complete the same within the time specified herein, and that it will accept as full payment therefor the prices named in this Proposal Form. Proposal Date: Name of Bidder: Address of Bidder: ►a , &d Authorized Signature: Title: If corporation, Affix Corporate Seal prg5tfan1, Haas- Anderson ManSOOM04 L C- Ceneral Partner I €1 Revised October 17.2005 Inquiry No. F10150 - RFQ -1 EXHIBIT U PROPOSAL FORM ATTACHMENT 1. This Proposal Form Attachment Exhibit U is to be submitted with and considered apart of the "Pro Form For Project Com letion ". A CD with the Completion Bid Proposal spreadsheet shall be provided to bidders during the job walk. The Completion Bid Proposal spreadsheet is to be completed, printed, submitted with and considered a part of the " Proposal Form For Project Completion ". 2. Bidder acknowledges the following RFQ Addenda: ADDENDUM NUMBER ADDENDUM DATE 3. The bidder is to identify which of the following subcontractors it intends to use or not use. 1 Consent of Surety is required to alter any subcontractor selections. USE OF SUBCONTRACTORS/SUPPLIERS SUBCONTRACTORISUPPLIER USE NOT USE Bay LTD X Highway Technologies- striping X Highway Technologies -signs X Highway Technologies - traffic control X Tahoe Trucking / GSI Highway Products X Contech Geosolutions X Gordon Specialties Martin Marietta Mother Earth U-1 Revised October 17, 2005 j 1 , Inquiry No. F10150 - RFQ -1 4. Add Price Number 1: Provide an add price, if any, to provide all required warranty obligations: Add price: �J"b&r- 4 o w4 4.2 d1.,. ", /DD O errs e 5. Add Price Number 2: Provide an add price, if any, to assume responsibility for all latently (not evident) defective workmanship or materials installed by the Former Contractor, or by subcontractors under - it: II II //pp Add price 4 Uyc'tp[ `� P � �OGf^r'� $ 1iLL�j, , ( } U „ 2 Revised Odober 17, 2005 IE HAAS - ANDERSON CONSTRUCTION 6 EQUIPMENT S LABOR RATES MOTOR GRADER (140G) TRACK LOADER (3 1/2 CY) 938 RUBBER TIRE LOADER (3+ CY) PNEUMATIC ROLLER (12+ TON) PNEUMATIC ROLLER (25 TON) BACKHOE WITH HOE RAM EXCAVATOR (50- 60,000 # CLASS) EXCAVATOR (60- 70,000 # CLASS) BACKHOE (UTILITY) PADFOOT VIBRATORY COMP (15 TON) PADFOOT VIBRATORY COMP (25-TON) SMOOTH DRUM VIBRATORY COMPACTOR (15 TOI SMOOTH VIBRATORY ASPHALT COMPACTOR 12 CY TANDEM DUMP TRUCK 20 CY TRAILER DUMP TRUCK WATER TRUCK ( 2,000 GAL) EQUIPMENT HAUL TRUCK & TRAILER D-4 DOZER D-6 DOZER TRACTOR WITH 24 CY SCRAPER PULVIMIXER (300 HP) MIXERIRECLAIMER (500 HP) SLURRY PUMP BARBER GREENE LAY DOWN (2 MEN) WINDROW ELEVATOR DISTRIBUTOR (2 MEN) POWER BROOM VIBRATORY CONCRETE SCREED 28 TON HYDRAULIC CRANE SERVICE TRUCK DIRT CREW FOREMAN DIRT CREW LABORER CONCRETE FOREMAN I FINISHER CONCRETE CREW STORM DRAIN FOREMAN STORM DRAIN CREW ASPHALT FOREMAN ASPHALT RAKEMAN ASPHALT CREW SURVEYOR (UNREGISTERED) SURVEYOR HELPER MECHANIC WITH TRUCK & TOOLS SUPERINTENDENT SAFETY DIRECTOR /Hr. EQUIPMENT* 80.00 86.00 75.00 48.00 56.00 70.00 91.00 96.00 46.00 .54-00 59.00 54.00 59.00 41.00 54.00 38.00 64.00 75.00 86.00 107.00 112.00 166.00 32.00 112.00 43.00 75.00 38.00 75.00 91.00 48.00 38.00 $fHr. LABOR 42.00 39.00 37.00 32.00 32.00 32.00 39.00 39.00 33.00 32.00 32.00 32.00 32.00 32.00 34.00 32.00 39.00 33.00 39.00 39.00 37.00 39.00 32.00 63.00 NIA 61.00 32.00 CREW 39.00 34.00 42.00 29.00 41.00 33.00. 41.00 33.00 41.00 34.00 33.00 50.00 33.00 60.00 76.00 76.00 $/Hr. TOTAL 122.00 127.00 112.00 80.00 88.00 102.00 130.00 135.00 79.00 86.00 91.00 86.00 91.00 73.00 88.00 70.00 103.00 108.00 125.00 1466.00 149.00 205.00 64.00 175.00 35.00 136.00 70.00 CREW 130.00 82.00 :: l " IDLE EQUIPMENT RATE = 70% OF NORMAL HOURLY RATE DAILY EQUIPMENT RATES 100 CFM COMPRESSOR 70.00 200 CFM COMPRESSOR 102.00 3,000 W GENERATOR 64.00 VIBRATOR 38.00 ROTARY HAMMER 139.00 NAIL GUN 38.00 13/8" WALL SCABBLER 107.00 60# JACK HAMMER 54.00 12" QUICKIE SAW 38.00 2" WATER PUMP 48.00 4" WATER PUMP 59.00 PICKUP TRUCK 59.00 CONCRETE PICKUP TRUCK WIHAND TOOLS 91.00 CONCRETE SAW ( WALK BEHIND) 139.00 CONCRETE POWER TROWEL 139.00 ELECTRIC ARROW BOARD 171 .00 LIME SLURRY PUMP 235.00 BID BOND TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA (Private work) Hartford, Connecticut 08183 KNOWN ALL BY THESE PRESENTS, C AC P <A . .S i That we, Haas - Anderson Construction, Ltd., as Principal, and Travelers Casualty and Surety Company of America, as Surety, are held and firmly bound unto Obligee, in the sum of Twenty Percent (20 %) of Amount Bid by Principal U.S. Dollars ($Twen #y Percent (20 %) of Amount Bid by Principal) for the payment of which we bind ourselves, and our successors and assigns, jointly and severally, as provided herein. WHEREAS, Principal has submitted or is about to submit a bid to Obligee on a contract for Inquiry No.: F10150 - RFQ - 1 Laguna Shores Road Rehabilitation Graham Road to Hustlin' Hornet Drive P. R. #6278 ( "Project "). NOW, THEREFORE, the condition of this bond is that if Obligee accepts Principal's bid, and Principal enters into a contract with Obligee in conformance with the terms of the bid and provides such bond or bonds as may be specified in the bidding or contract documents, then this obligation shall be void; otherwise Principal and Surety will pay to Obligee the difference between the amount of Principal's bid and the amount for which Obligee shall in good faith contract with another person or entity to perform the work covered by Principal's bid, but in no event shall Surety's and Principal's liability exceed the penal sum of this bond. PROVIDED, HOWEVER, that neither Principal nor Surety shall be bound hereunder unless Obligee prior to the execution of the final contract furnishes evidence satisfactory to Principal and Surety that financing has been obtained to cover the entire cost of the Project. Signed this 17 day of December, 2010. Haas - Anderson Construction, Ltd. (Princi al) J By: J P. Q. p irldnt, Hass-Anderson Management. LC, Cpiieral Partner Travelers Casualty and Surety Company of America By: J � - Kerry J. oo , Attorney -in -f=act TRAVELERS) POWER OF ATTORNEY Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company Attorney -In Fact No. 222582 Certificate No. 003743641 KNOW ALL MEN BY THESE PRESENTS: That St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company and St, Paul Mercury Insurance Company are corporations duly organized under the laws of the State of Minnesota, that Farmington Casualty Company, Travelers Casualty and Surety Company, and Travelers Casualty and Surety Company of America are corporations duly organized under the laws of the State of Connecticut, that United States Fidelity and Guaranty Company is a corporation duly organized under the laws of the State of Maryland, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and Guaranty Insurance Underwriters, Inc., is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies "), and that the Companies do hereby make, constitute and appoint Betty J. Baxter, Lee Anna Biesenbach, Kevin G, Keetch, donna Kauf, Kerry J. Woods, Tracie Henderson, and Lonna Pokrant of the City of _ Cnrous Christi _, , State of _ Texas , their true and lawful Attorney(s) -in -Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and ail bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law, IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this 28011 day of .Tune 2010 Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company GASG,y ( 9 0 'liY 4X0 sytTY y!s s NdWryY Q1� '�? iPy s� wwRFOM�� �Wim�pmA� on 7y oms. [ �"" Je 5ii ft196� c F�� � . JIN�'� State of Connecticut City of Hartford ss. By: 044-�� Georg Thompson, nior ice President On this the 28th day of Junta 2010 , before me personally appeared George W, Thompson, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. My Commission expires the 30th day of June, 201 t. i s C. Marie C. Tetreault, Notary Public 58440 -4 -09 Printed in U.S.A. This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St, Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attomeys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorncys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attomeys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kod M. Johanson, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies,. which is in full forceond effect and has not been revoked. IN TESTIMONY WHEREOF, t have hereunto set my hand and affixed the seals of said. Companies this 17 day of De beT —20 10. Kori M. Johans Assistant Secretary p1,SU.� tt l q ��Y,INS llxiuq �ttr �qp '� = • , 785i � ,. �,`sea� "t o' �SBAL�a � c«w. � � "° �tr m ZaBS 5 N 1S � 1.7Pt j c i f ` ' �l �� To verify the authenticity of this Power of Attorney, tali 1- 800 -021 -3880 or contact us at www.travelersbond.com, Please refer to the Attorney -In -Fact number, the above -named individuals and the details of the bond to which the power is attached. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER s7PauL TRAVELERS IMPORTANT NOTICE TO OBTAIN INFORMATION OR MAKE A COMPLAINT: You may contact Travelers Casualty & Surety Company of America, Travelers Casualty & Surety Company, Travelers Indemnity Company, Standard Fire Insurance Company and /or Farmington Casualty Company for information or to make a complaint at: Travelers Bond Attn: Claims 1500 Market Street West Tower, Suite 2900 Philadelphia, PA 19102 (267) 675 -3057 (267) 675 -3102 Fax You may contact the Texas Department of Insurance to obtain the information on companies, coverages, rights or complaints at: Texas Department of Insurance P.O. Box 149104 Austin, TX 78714 -9104 (800) 252 -3439 ATTACH THIS NOTICE TO YOUR BOND. This notice is for information only and does not become a part or a condition of the attached document and is given to comply with Section 2253 -021, Government Code, and Section 53.202, Property Code, effective September 1, 2001. 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