Perfomance Bondaaio-~73y~
THE AMERICAN INSTITUTE OF ARCHITECTS
,` , I,
AIA Document A312
Performance Bond
Bond No's. 929499446 & 6536336
Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.
CONTRACTOR (Name and Address): SURETY (Name and Principal Place of Business):
Ameresco, Inc. Western Surety Company
111 Speen Street, Suite 410 101 South Phillips Street
Framingham, MA 01701 Sioux Falls, S.D.
And
OWNER (Name and Address): Safeco Insurance Company of America
City of Miami Beach Safeco Plaza
1700 Convention Center Drive Seattle, WA 98185
Miami Beach, FL 33139
CONSTRUCTION CONTRACT
Date: May 25, 2010
Amount:$14,053,259.00
Description (Name and Location): Energy Services - Installation of ECM's in accordance with Schedules A&D
BOND
Date (Not earlier than Construction Contract Date): May 25, 2010
Amount: $14, 053, 259.00
Modifications to ond: ^ None ^D See Page 3
CONTRACTO NCIPAL SURETY
Company: (Corporate Seal) bmpany: (Corporate Seal)
Ameresco, c. Western Surety Company
Signature. Signatur
Name and ~ ~ Aftdre . $peflCe, Treasurer me ~ e: Richard F. Caruso Attorney-in-Fact
(Any additional signatures appear on page 3)
(FOR INFORMATION ONLY -Name, Address and Telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or
Curtin International Insurance & Bonding Agcy., Inc.
33 Bedford Street, Suite 16
Lexington, MA 02420
781-863-0044 other party):
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. •AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 1
THIRD PRINTING • MARCH 1987
1 The Contractor and the Surety, jointly and severally, bind
themselves, their heirs, executors, administrators,
successors and assigns to the Owner for the performance
of the Construction Contract, which is incorporated herein
by reference.
2 If the Contractor performs the Construction Contract, the
Surety and the Contractor shall have no obligation under
this Bond, except to participate in conferences as provided
in Subparagraph 3.1.
3 If there is no Owner Default, the Surety's obligation
under this Bond shall arise after:
3.1 The Owner has notified the Contractor and the
Surety at its address described in Paragraph 10 below
that the Owner is considering declaring a Contractor
Default and has requested and attempted to arrange a
conference with the Contractor and the Surety to be
held not later than fifteen days after receipt of such
notice to discuss methods of performing the
Construction Contract. If the Owner, the Contractor
and the Surety agree, the Contractor shall be allowed a
reasonable time to perform the Construction Contract,
but such an agreement shall not waive the Owner's
right, if any, subsequently to declare a Contractor
Default; and
3.2 The Owner has declared a Contractor Default and
formally terminated the Contractor's right to complete
the contract. Such Contractor Default shall not be
declared earlier than twenty days after the Contractor
and the Surety have received notice as provided in
Subparagraph 3.1; and
3.3 The Owner has agreed to pay the Balance of the
Contract Price to the Surety in accordance with the
terms of the Construction Contract or to a contractor
selected to perform the Construction Contract in
accordance with the terms of the contract with the
Owner.
4 When the Owner has satisfied the conditions of
Paragraph 3, the Surety shall promptly and at the Surety's
expense take one of the following actions:
4.1 Arrange for the Contractor, with consent of the
Owner, to perform and complete the Construction
Contract; or
4.2 Undertake to perform and complete the
Construction Contract itself, through its agents or
through independent contractors; or
4.3 Obtain bids or negotiated proposals from qualified
contractors acceptable to the Owner for a contract for
performance and completion of the Construction
Contract, arrange for a contract to be prepared for
execution by the Owner and the contractor selected
with the Owner's concurrence, to be secured with
performance and payment bonds executed by a
qualified surety equivalent to the bonds issued on the
Construction Contract, and pay to the Owner the
amount of damages as described in Paragraph 6 in
excess of the Balance of the Contract Price incurred
by the Owner resulting from the Contractor's default;
or
4.4 Waive its right to perform and complete, arrange
for completion, or obtain a new contractor and with
reasonable promptness under the circumstances:
1 After investigation, determine the amount for
which it may be liable to the Owner and, as
soon as practicable after the amount is
determined, tender payment therefor to the
Owner: or
.2 Deny liability in whole or in part and notify the
Owner citing reasons therefor.
5 If the Surety does not proceed as provided in Paragraph
4 with reasonable promptness, the Surety shall be deemed
to be in default on this Bond fifteen days after receipt of an
additional written notice from the Owner to the Surety
demanding that the Surety perform its obligations under
this Bond, and the Owner shall be entitled to enforce any
remedy available to the Owner. If the surety proceeds as
provided in Subparagraph 4.4, and the Owner refuses the
payment tendered or the Surety has denied liability, in
whole or in part, without further notice the Owner shall be
entitled to enforce any remedy available to the Owner.
6 After the Owner has terminated the Contractor's right to
complete the Construction Contract, and if the Surety
elects to act under Subparagraph 4.1, 4.2, or 4.3 above,
then the responsibilities of the Surety to the Owner shall
not be greater than those of the Contractor under the
Construction Contract, and the responsibilities of the
Owner to the Surety shall not be greater than those of the
Owner under the Construction Contract. To the limit of the
amount of this Bond, but subject to commitment by the
Owner of the Balance of the Contract Price to mitigation of
costs and damages on the Construction Contract, the
Surety is obligated without duplication for:
6.1 The responsibilities of the Contractor for correction
of defective work and completion of the Construction
Contract;
6.2 Additional legal, design professional and delay
costs resulting from the Contractor's Default, and
resulting from the actions or failure to act of the Surety
under Paragraph 4; and
6.3 Liquidated damages, or if not liquidated damages
are specified in the Construction Contract, actual
damages caused by delayed performance or non-
performance of the Contractor.
7 The Surety shall not be liable to the Owner or others for
obligations of the Contractor that are unrelated to the
Construction Contract, and the Balance of the Contract
Price shall not be reduced or set off on account of any
such unrelated obligations. No right of action shall accrue
on this Bond to any person or entity other than the Owner
or its heirs, executors, administrators or successors.
8 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.
9 Any proceeding, legal or equitable, under this Bond may
be instituted in any court of competent jurisdiction in the
location in which the work or part of the work is located and
shall be instituted within two years after Contractor Default
or within two years after the Contractor ceased working or
within two years after the Surety refuses or fails to perform
its obligations under this Bond, whichever occurs first. 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.
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984
THIRD PRINTING • MARCH 1987
10 Notice to the Surety, the Owner or the Contractor shall
be mailed or delivered to the address shown on the
signature page.
11 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. The intent is that
this Bond shall be construed as a statutory bond and not
as a common law bond.
12 DEFINITIONS
12.1 Balance of the Contract Price: The total amount
payable by the Owner to the Contractor under the
Construction Contract after all proper adjustments
have been made, including allowance to the
Contractor of any amounts received or to be received
by the Owner in settlement of insurance or other
claims for damages to which the Contractor is entitled,
reduced by all valid and proper payments made to or
on behalf of the Contractor under the Construction
Contract.
12.2 Construction Contract: The agreement betwen
the Owner and the Contractor identified on the
signature page, including all Contract Documents and
changes thereto.
12.3 Contractor Default: Failure of the Contractor,
which has neither been remedied nor waived, to
perform or otherwise to comply with the terms of the
Construction Contract.
12.4 Owner Default: Failure of the Owner, which has
neither been remedied nor waived, to pay the
Contractor as required by the Construction Contract or
to perform and complete or comply with the other
terms thereof.
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: The Performance Bond applies only to the installation portion of
the contract and does not apply in any way to energy savings guarantees, payments or maintenance provisions,
except that the Performance Bond shall guarantee that the installation will be free of defective materials and
workmanship for a period of twelve (12) months following completion and acceptance of the work.
(Space is provided below for additional signatures of added parties, other than those appearing on the cover page.)
CONTRACTOR AS PRINCIPAL
Company: (Corporate Seal)
Signature: _
Name and Title:
Address:
SURETY
Company: (Corporate Seal)
Safeco Insurance Company of America
Signatur
Nam an :Richard F. aruso Attorney-in-Fact
Address:Safeco Plaza, Seattle, Washington
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006
A312-1984
THIRD PRINTING • MARCH 1987
THE AMERICAN INSTITUTE OF ARCHITECTS
,\ , i,
AIA Document A312
Payment Bond
Bond No's. 929499446 & 6536336
Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable.
CONTRACTOR (Name and Address):
Ameresco, Inc.
111 Speen Street, Suite 410
Framingham, MA 01701
OWNER (Name and Address):
City of Miami Beach
1700 Convention Center Drive
Miami Beach. FL 33139
SURETY (Name and Principal Place of Business):
Western Surety Company
101 South Phillips Street
Sioux Falls, S.D.
And
Safeco Insurance Company of America
Safeco Plaza
Seattle, WA 98185
CONSTRUCTION CONTRACT
Date: May 25, 2010
Amount: $14, 053,259.00
Description (Name and Location): Energy Services- Installation of ECM's in accordance with Schedules A&D
BOND
Date (Not earlier than Construction Contract Date): May 25, 2010
Amount: $14, 053, 259.00
Modifications to this B~1 ^ None ^D See Page 6
CONTRACTOR AS P INCIPAL
Company: (Corporate
Ameresco, I /
Signature:
Name and Title:
Rndrew B. Spence, Treasurer
(Any additional signatures appear on page 6)
SURETY
Company: (Corporate Seal)
Western Surety Company
Signature:
Name an ichard F. Caruso Attorney-in-Fact
(FOR INFORMATION ONLY -Name, Address and Telephone)
AGENT or BROKER: OWNER'S REPRESENTATIVE (Architect, Engineer or
Curtin International Insurance & Bonding Agcy., Inc.
33 Bedford Street, Suite 16
Lexington, MA 02420
781-863-0044 other party):
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 7984 ED. •AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984 4
THIRD PRINTING • MARCH 1987
1 The Contractor and the 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.
2 With respect to the Owner, this obligation shall be null
and void if the Contractor:
2.1 Promptly makes payment, directly or indirectly, for
all sums due Claimants, and
2.2 Defends, indemnifies and holds harmless the
Owner from claims, demands, liens or suits by any
person or entity whose claim, demand, lien or suit is for
the payment for labor, materials or equipment furnished
for use in the performance of the Construction Contract,
provided the Owner has promptly notified the
Contractor and the Surety (at the address described in
Paragraph 12) of any claims, demands, liens or suits
and tendered defense of such claims, demands, liens
or suits to the Contractor and the Surety, and provided
there is no Owner Default.
3 With respect to Claimants, this obligation shall be null
and void if the Contractor promptly makes payment,
directly or indirectly, for all sums due.
4. The Surety shall have no obligation to Claimants under
this Bond until:
4.7 Claimants who are employed by or have a direct
contract with the Contractor have given notice to the
Surety (at the address described in Paragraph 12) and
sent a copy, or notice thereof, to the Owner, stating
that a claim is being made under this Bond and, with
substantial accuracy, the amount of the claim.
4.2 Claimants who do not have a direct contract with
the Contractor:
.1 Have furnished written notice to the Contractor
and sent a copy, or notice thereof, to the
Owner, within 90 days after having last
performed labor or last furnished materials or
equipment included in the claim stating, with
substantial accuracy, the amount of the claim
and the name of the party to whom the
materials were furnished or supplied or for
whom the labor was done or performed; and
.2 Have either received a rejection in whole or in
part from the Contractor, or not received within
30 days of furnishing the above notice any
communication from the Contractor by which
the Contractor has indicated the claim will be
paid directly or indirectly; and
.3 Not having been paid within the above 30
days, have sent a written notice to the Surety
(at the address described in Paragraph 12)
and sent a copy, or notice thereof, to the
Owner, stating that a claim is being made
under this Bond and enclosing a copy of the
previous written notice furnished to the
Contractor.
5 If a notice required by Paragraph 4 is given by the
Owner to the Contractor or to the Surety, that is sufficient
compliance.
6 When the Claimant has satisfied the conditions of
Paragraph 4, the Surety shall promptly and at the Surety's
expense take the following actions:
6.1 Send an answer to the Claimant, with a copy to the
Owner, within 45 days after receipt of the claim, stating
the amounts that are undisputed and the basis for
challenging any amounts that are disputed.
6.2 Pay or arrange for payment of any undisputed
amounts.
7 The Surety's total obligation shall not exceed the amount
of this Bond, and the amount of this Bond shall be credited
for any payments made in good faith by the Surety.
8 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 the Surety under this
Bond, subject to the Owner's priority to use the funds for the
completion of the work.
9 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
payment of any costs or expenses of any Claimant under
this Bond, and shall have under this Bond no obligations to
make payments to, give notices on behalf of, or otherwise
have obligations to Claimants under this Bond.
10 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.
11 No suit or action shall be commenced by a Claimant
under this Bond other than in a court of competent
jurisdiction in the location in which the work or part of the
work is located or after the expiration of one year from the
date (1) on which the Claimant gave the notice required by
Subparagraph 4.1 or Clause 4.2.3, or (2) 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 (2) 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.
12 Notice to the Surety, the Owner or the Contractor shall
be mailed or delivered to the address shown on the
signature page. Actual receipt of notice by Surety, the
Owner or the Contractor, however accomplished, shall be
sufficient compliance as of the date received at the address
shown on the signature page.
13 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 requirements shall be
deemed deleted herefrom and provisions conforming to
such statutory or other legal requirement shall be deemed
incorporated herein. The intent is that this
AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. •AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20008 A312-1984
THIRD PRINTING • MARCH 1987
Bond shall be construed as a statutory bond and not as a
common law bond.
14 Upon request by any person or entity appearing to be a
potential beneficiary of this Bond, the Contractor shall
promptly furnish a copy of this Bond or shall permit a copy
to be made.
15 DEFINITIONS
15.1 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 Contract. The intent
of this 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.
15.2 Construction Contract: The agreement between
the Owner and the Contractor identified on the
signature page, including all Contract Documents and
changes thereto.
15.3 Owner Default: Failure of the Owner, which has
neither been remedied nor waived, to pay the
Contractor as required by the Construction Contract or
to perform and complete or comply with the other
terms thereof.
MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: Paragraph 6 of this Bond is deleted in its entirety and replaced
with the following provision:
Within a reasonable time (1) after the Claiminat has satisfied the conditions of Paragraph 4 and (2) after the Surety has
reviewed all supporting documentation it requested to substantiate the amount of the claim, the Surety shall pay or
arrange for payment of any undisputed amounts. Failure of the Surety to satisfy the above requirements shall not be
deemed a forfeiture or waiver of the Surety's or the Contractor's defenses under this Bond or their right to dispute
such claim. However, in such event the Claimant may bring suit against the Surety as provided under this Bond.
This Payment Bond applies only to the installation portion of the Contract and does not apply in any way to energy
savings guarantees, payments or maintenance provisions thereof.
(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: (Corporate Seal)
Safeco Insurance Company of America
Signature:
Name and Title:
Address:
Signature
Name a ~ ichard F. Caruso Attorney-in-Fact
Addfess~5afeco Plaza, Seattle, Washington
AIA DOCUMENT A372 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. •AIA
THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 A312-1984
THIRD PRINTING • MARCH 1967
DUAL OBLIGEE RIDER
ADDING ADDITIONAL OBLIGEE
AFTER EXECUTION OF BOND
TO BE ATTACHED TO AND FORM PART OF Bond No 929499446 & Bond No 6536336
issued by the WESTERN SURETY COMPANY, a SOUTH DAKOTA corporation, and
SAFECO INSURANCE COMPANY OF AMERICA, a WASHINGTON Corporation as Co-
Sureties, on the 25th day of May A.D. 2010 , on behalf of
Ameresco ,Inc. as Principal in favor of City of Miami Beach, Miami Beach, FL., as Obligee .
WHEREAS, upon the written request of the Principal and Obligee the attached bond (s) is (are)
hereby amended to add Chase Equipment Finance, Inc., 1111 Polaris Parkway, Suite 3-A,
Columbus, OH 43240,as an additional Obligee.
PROVIDED, HOWEVER, that notwithstanding anything contained herein to the contrary, there
shall be no liability on the part of the Principal or Surety under this bond to the Obligees, or
either of them, unless the Obligees, or either of them, shall make payments to the Principal, or to
the Surety in case it arranges for completion of the Contract upon default of the Principal, strictly
in accordance with the terms of said Contract as to payments, and shall perform all the other
obligations required to be performed under said Contract at the time and in the manner therein
set forth. Aggregate liability of Surety hereunder to Obligees is limited to the penal sum above
stated and Surety, upon making payment hereunder, shall be entitled to an assignment of all
rights of the payee with respect to the particular obligation discharged by the payment, either
against principal or against any other party liable to the payee on the discharged obligation.
IT IS UNDERSTOOD AND AGREED that nothing herein contained shall be held to change,
alter or vary the terms of the above described bond (s) except as hereinbefore set forth.
SIGNED, SEALED AND DATED this 25th day of May A.D 2010
WESTERN SURETY COMPANY
By:
is F. Caruso, orney-in-Fact
SURANC CA
By:
Rica . Caruso A orney-in-Fact
Rndrew B. Spence, Treasurer
Citfof Miami Beach
(Ob '
Q.oJo~{- . Mid ~~r'
Western Surety Company
POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT
Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation
having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby
make, constitute and appoint
Richard F Caruso, Individually
of Lexington, MA, its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf
bonds, undertakings and other obligatory instmments of similar nature
- In Unlimited Amounts -
and to bind it thereby as fully and to the same extent as if such instmments were signed by a duly authorized officer of the corporation and all the acts of said
Attomey, pursuant to the authority hereby given, are hereby ratified and confirmed.
This Power of Attomey is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof, duly adopted, as indicated, by
the shareholders of the corporazion.
In Witness Whereof, WESTERN SURETY COMPANY has caused these presents [o be signed by its Senior Vice President and its corporate seal [o
be hereto affixed on this 22nd day of Febmary, 2010.
State of South Dakota
ss
County of Minnehaha
WESTERN SURETY COMPANY
~,'""~~
W°? vo ~s ////~/
w 4~P ~~P Y ~/
$~Sfp~v ~~ /lA //~
4i,oo^r'S Paul . Bmflat, Senior Vice President
On this 22nd day of Febmary, 2010, before me personally came Paul T. Bmtlat, to me known, who, being by me duly sworn, did depose and say: that
he resides in the City of Sioux Falls, Staze of South Dakota; that he is the Senior Vice President of WESTERN SURETY COMPANY described in and
which executed the above instmment; that he knows the seal of said corporation; that the seal affixed to the said instmment is such corporate seal; that it was
so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and
acknowledges same to be the act and deed of said corporation.
My commission expires f~4\\4\\•1\ti\\\tititiVVwti•~h ~
+ D. KRELL +
r E L NOTARY PUBLIC $ L
November 30, 2012
+ SOUTH DAKOTA r
••\rtititi\\r\\r4~4~~\~titiMy ~
D. Krell, No Public
CERTIFICATE
I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attomey hereinabove set forth is still in
force, and further certify that the By-Law of [he corporation printed on the reverse hereof is still in force. [n testimony whereof I have hereunto subscribed
my name and affixed the seal of the said corporation this 25th day of May 2010
'~'"`rYC WESTERN SURETY COMPANY
.W'? ~vogq °sa
W40 ,~.Z ~~II DD-- ~ /
~~>til p`PM~
L. Nelson, Assistant Secretary
Form F4280.09-06
Safeco Insurance Company of America
General Insurance Company of America
~~ POWER 1001 4th Avenue
OF ATTORNEY suns t7oo
~Utilale Seattle, WA 98154
KNOW ALL BY THESE PRESENTS:
No. 13006.
That SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA, each a
Washington corporation, does each hereby appoint
***************RICHARD F. CARUSO; IOEL P. CURTIN;IUDY A. DEAN; Lexington, Massachusetts****************
its true and lawful attorney(s)-in-fact, with full authority to execute on its behalf fidelity and surety bonds or undertakings and other
documents of a similar character issued in the course of its business, and to bind the respective company thereby.
IN WITNESS WHEREOF, SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF
AMERICA have each executed and attested these presents
April 2009
this 8th day of
Dexter R Leoo Secretary Timothy A. Mikolaiewski, Vice President__
CERTIFICATE
Extract from the By-Laws of SAFECO INSURANCE COMPANY OF AMERICA
and of GENERAL INSURANCE COMPANY OF AMERICA:
"Article V, Section 13. -FIDELITY AND SURETY BONDS ... the President, any Vice President, the Secretary, and any Assistant Vice
President appointed for that purpose by the officer in charge of surety operations, shall each have authority to appoint individuals as
attorneys-in-fact or under other appropriate titles with authority to execute on behalf of the company fidelity and surety bonds and
other documents of similar character issued by the company in the course of its business... On any instrument making or evidencing
such appointment, the signatures may be affixed by facsimile. On any instrument conferring such authority or on any bond or
undertaking of the company, the seal, or a facsimile thereof, may be impressed or affixed or in any other manner reproduced;
provided, however, that the seal shall not be necessary to the validity of any such insVument or undertaking."
Extract from a Resolution of the Board of Directors of SAFECO INSURANCE COMPANY OF AMERICA
and of GENERAL INSURANCE COMPANY OF AMERICA adopted July 28, 1970.
"On any certificate executed by the Secretary or an assistant secretary of the Company setting out,
(i) The provisions of Alticie V, Section 13 of the By-Laws, and
(ii) A copy of the power-of-attomey appointment, executed pursuant thereto, and
(iii) Certifying that said power-of-attomey appointment is in full force and effect,
the signature of the certifying officer may be by facsimile, and the seal of the Company may be a facsimile thereof."
I, Dexter R. Legg , Secretary of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE COMPANY
OF AMERICA, do hereby certify that the foregoing extracts of the By-Laws and of a Resolution of the Board of Directors of these
corporations, and of a Power of Attorney issued pursuant thereto, are true and wrrect, and that both the By-Laws, the Resolution and the
Power of Attorney are still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of said corporation
25th day of May ~ 2010
this
'\
SEAL
~ ~~~~
Dexter R. Legg, Secretary
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5-0974lDS 3/09