Loading...
R-84-07 Award of Contract for Front St./River St. Improvements Phase 2RESOLUTIONS -� LI - b 7 RESOLUTION AUTHORIZING ARD OF CONTRACT FOR FRONT STREET /RIVER STREET IMPROVEMENTS — PHASE 2 WHEREAS, the Village of Lemont requires that the Front Street/River Street Improvements — Phase 2 be completed; and WHEREAS, the Village seeks to utilize the construction firm of K -Five Construction, Inc. (under The Pickus Company, as Construction Manager) for such work; and WHEREAS, K -Five Construction, Inc., Inc. submitted a contract to The Pickus Company, Construction Manager, for such asphalt / paving work, in the amount $224,095.05. NOW, THEREFORE, BE IT RESOLVED, by the President and Board of Trustees that the Contract with K -Five Construction, Inc. (under The Pickus Company, as Construction Manager) is hereby approved. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DuPAGE, ILLINOIS, on this 10th day of December, 2007. AYES NAYS PASSED ABSENT Debby Blatzer Peter Coules Clifford Miklos Brian Reaves Ronald Stapleton Jeanette Virgilio 7 CHARLENE SMOLLEN, Village Clerk Approved by me this 10th day of December, 2007. Attest: CHARLENE SMOLLEN, Village Clerk Approved as to form: JOHN ANTONOPOULOS, Village Attorney Date: Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum — Construction Manager- Adviser Edition A1A Document A101 /CMa - Electronic Format THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401. The 1992 Edition of AIA Document A201 /CMa, General Conditions of the Contract for Construction, Construction Manager- Adviser Edition, is adopted in this document by reference. Do not use with other general conditions unless this docunent is modified. Copyright 1975, 1980, copyright 1992 by The American Institute of Architects, 1735 New York Avenue N.W., Washington D.C. 20006 -5292. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution. AGREEMENT made as of the 17`h day of October in the year of 2007 (In words indicate day month and year) BETWEEN the Owner: (Name and address) and the Contractor: Village of Lemont 418 Main Street Lemont, IL 60439 K -Five 13769 Main Street Lemont, IL 60439 For the following Project: River Street & Front Street Improvements — Phase II Roadway and Landscape Work The Construction Manager is: The Engineers are: The Pickus Companies 3330 Skokie Valley Road, Suite 200 Highland Park, IL 60035 URS Corporation 100 South Wacker Drive, Suite 500 Chicago, IL 60606 Frank Novotny & Associates 825 Midway Drive Willowbrook, IL 60527 The Owner and Contractor agree as set forth below. 1 of 5 y ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall execute the entire Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others, or as follows: See Attachment #4 ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 The date of commencement is the date from which the Contract Time of Paragraph 3.2 is measured, and shall be the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement, if it differs from the date of this Agreement or, if applicable. state that the date will be fixed m a notice to proceed.) Unless the date of commencement is established by a notice to proceed issued by the Owner, the Contractor shall notify the Owner, through the Construction Manager, in writing not less than five days before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. Work must commence in the field on or about October 15, 2007. 3.2 The Contractor shall achieve Substantial Completion of the entire Work not later than May 30, 2008. (Insert the calendar date or number of calendar days after the date of commencement. Also insert any requirements for earlier Substantial Completion of certain portions of the Work. if not stated elsewhere in the Contract Documents.) , subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions. if any. for liquidated damages relating to failure to complete on time.) ARTICLE 4 CONTRACT SUM 4.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of Two Hundred Twenty -Four Thousand Ninety -Five & 95/100 Dollars------- ($224,095.95), subject to additions and deductions as provided in the Contract Documents. 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: N/A (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date until which that amount is valid.) 4.3 Unit prices, if any, are as follows: See Attachment #5 2 of 5 ARTICLE 5 PROGRESS PAYMENTS 5.1 Based upon Applications for Payment submitted by the Contractor to the Construction Manager, and upon Project Applications and Certificates for Payment issued by the Construction Manager and Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month. 5.3 Provided an Application for Payment is submitted to the Construction Manager not later than the day of a month, the Owner shall make payment to the Contractor not later than the day of the month. If an Application for Payment is received by the Construction Manager after the application date fixed above, payment shall be made by the Owner not later than days after the Construction Manager receives the Application for Payment. 5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Construction Manager or Architect may require. This schedule, unless objected to by the Construction Manager or Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. 5.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the total Contract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of Ten percent (10 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Subparagraph 7.3.7 of the General Conditions; 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage often percent (10 %); 5.6.3 Subtract the aggregate of previous payments made by the Owner; and 5.6.4 Subtract amounts, if any, for which the Construction Manager or Architect has withheld or nullified a Certificate for Payment as provided in Paragraph 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to Ninety percent (90 %) of the Contract Sum, less such amounts as the Construction Manager recommends and the Architect determines for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows: (If it is intended. prior 10 Substantial Completion of the entire Work, to reduce or limit the retainoge resulting from the percentages inserted in Subparagraphs 5.6.1 and 5.6.2 above. and this is not explained elsewhere in the Contract Documents. insert here provisions for such reduction or limitation.) ARTICLE 6 FINAL PAYMENT Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when (1) the Contract has been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming Work as provided in Subparagraph 12.2.2 of the General Conditions and to satisfy other requirements, if any, which necessarily survive final 3 of 5 payment; and (2) a final Project Certificate for Payment has been issued by the Construction Manager and Architect; such final payment shall be made by the Owner not more than 30 days after the issuance of the final Project Certificate for Payment, or as follows: ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. 7.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) None (Usury laws and requirements under the Federal Truth in Lending Act similar state and local consumer credit laws and other regulations at the Owner's and Contractor's principal places of business. the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) 7.3 Temporary facilities and services: (Here insert temporary facilities and services which are differentfrom or in addition to those included elsewhere in the Contract Documents) 7.4 Other Provisions: (Here list any special provisions affecting the Contract.) ARTICLE 8 TERMINATION OR SUSPENSION 8.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of the General Conditions. 8.2 The Work may be suspended by the Owner as provided in Article 14 of the General Conditions. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: 9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner and Contractor, AIA Document A101 /CMa, 1992 Construction Manager- Adviser Edition. 9.1.2 The General Conditions are the General Conditions of the Contract for Construction, A1A Document A201/CMa, 1992 Construction Manager- Adviser Edition. 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated May, 2007 and are as follows: Document Title Pages Al Special Provision B1 -B -124 Village of Lemont Standard Specification B- 101 -B110 9.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 9.1.3, and are as follows: (Either list the Specifications here or refer to an exhibit attached to this Agreement) Document Al Title Pages Special Provision B1 -B -124 Village of Lemont Standard Specification B- 101 -B110 4 of 5 9.1.5 The Drawings are as follows, and are dated unless a different date is shown below: (Either list the Drawings here or refer to an exhibit attached to this Agreement) Document See Attachment #2 9.1.6 The Addenda, if any, are as follows: Document None Title Pages Title Pages Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. 9.1.7 Other documents, if any, forming part of the Contract Documents are as follows: (List her any additional documents which are intended to form part of the Contract Documents. Ille General Conditions provide that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders. sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. Illey should be listed here only f intended to be part of the Contract Documents) This Agreement is entered into as of the day and year first written above and is executed in at least four original copies of which one is to be delivered to the Contractor, one each to the Construction Manager and Architect for use in the administration of the Contract, and the remainder to the Owner. OWNER Village of Lemont (Signature) (Printed name and tit/e) John F. Piazza, P esident CONT CTOR K -Fiv gnature) ((Printed nam Nick Ell 5 of 5 and title) Drawing # Description ATTACHMENT #2 PLANS AND SPECIFICATIONS Front and River Street Improvements Phase 2 Lemont, IL Date Latest Revision Date C0.00 COVER SHEET 06/07/07 C0.20 TYPICAL ROAD SECTION AND DETAILS 06/07/07 C0.30 EXISTING CONDITIONS AND SOIL BORING PLAN 06/07/07 C0.40 DEMOLITION PLAN 06/07/07 C0.50 ALIGNMENT AND TILES PLAN 06/07/07 C0.60 SUMMARY OF QUANTITIES 06/07/07 C1.00 FRONT STREET PLAN AND PROFILE STA 10 +00 -15 +50 06/07/07 9/20/07 01.01 FRONT STREET PLAN AND PROFILE STA 15 +50 - 20 +75 06/07/07 C1.02 RIVER STREET PLAN AND PROFILE STA 50 +00 - 55 +00 06/07/07 C1.03 RIVER STREET PLAN AND PROFILE STA 55 +00 - 60 +90 06/07/07 C1.04 GRADING AND EROSION CONTROL PLAN WEST 06 /07/07 C1.05 GRADING AND EROSION CONTROL PLAN EAST 06/07/07 C2.00 LAYOUT AND MATERIAL PLAN - WEST 06/07/07 C2.01 LAYOUT AND MATERIAL PLAN - EAST 06/07/07 C3.00 STORM WATER POLLUTION PREVENTION PLAN 06/07/07 C3.01 UNDERGROUND UTILITY DETAILS 06/07/07 C3.02 UNDERGROUND UTILITY DETAILS 06/07/07 C3.03 MODULAR BLOCK WALL DETAILS 06/07/07 C4.00 FRONT STREET CROSS SECTIONS 06/07/07 C4.01 FRONT STREET CROSS SECTIONS 06/07/07 C4.02 RIVER STREET CROSS SECTIONS 06/07/07 C4.03 RIVER STREET CROSS SECTIONS 06/07/07 E1.00 STREET LIGHTING PLAN WEST 06/07/07 E1.01 STREET LIGHTING PLAN EAST 06/07/07 E2.00 STREET LIGHTING DETAILS 06/07/07 E2.01 STREET LIGHTING DETAILS 06/07/07 E2.02 STREET LIGHTING DETAILS 06/07/07 L1.00 CONCRETE LAYOUT AND SOD LIMITS WEST SIDE 06/07/07 L1.01 OVERALL LANDSCAPE PLAN 06/07/07 L1.02 HARDSCAPE LAYOUT - CLAY PAVERS 06/07/07 L1.03 HARDSCAPE LAYOUT - CONCRETE PAVERS 06/07/07 L3.01 CLAY PAVER PANEL LAYOUT 06/07/07 L3.02 CONCRETE PAVER PANEL LAYOUT 06/07/07 L3.10 HARDSCAPE DETAILS 06/07/07 L3.11 LANDSCAPE SPECIFICATIONS AND DETAILS 06/07/07 L4.00 IRRIGATION SCOPE PLAN 06/07/07 a m N 4 N 0 0 W w W F- SCOPE OF WORK U O m F- O 0 SPECIFICATION SECTION: N JOB NUMBER: m 0. m DESCRIPTION: K -Five Construction SUBCONTRACTOR: O O Z Z X 0 Z X w SMALL BUSINESS: 0 0 0 N M w r ADDENDUMS 1 THRU DATE OF INTERVIEW: REMARKS 1 BACKCHARGES FOR GC CLEANUP WEEKLY CERTIFIED PAYROLLS REQUIRED (2 ORIGINALS REQUIRED) I NO TAX JOB PER OSHA AND LOCAL REQUIREMENTS BACKCHARGE FOR ANY REVIEWS AFTER ONE RESUBMITTAL SUBMITTED SCHEDULE REVIEWED & DISCUSSED BACKCHARGE FOR ALL ADMIN COSTS TO SUBMIT SUBSTITUTIONS SCHEDULING RESPONSIBILITY OF SUBCONTRACTOR COSTS RESPONSIBILITY OF SUBCONTRACTOR SEE BREAKDOWN ON ATTACHMENT # 5 DUE 3 DAYS AFTER NOTICE TO PROCEED /CONTRACT ACCEPTANCE BY SUPERINTENDENT UPON COMPLETION OF WORK I FOR PAVING WORK ONLY 1 FOR PAVING WORK ONLY PER JOB PHASING PRIOR TO INSTALLATION OF STONE BASE EXCL I X x x J Z X X X X X X x x x X x x x x x x X x x X x X X x x x X xx X 1NO. 1 DESCRIPTION 1 D z W J J Q a r 1 2 I DUMPSTERS 0 Z U.1 0 Z 0 u. O w jI a ' j_ z r I i Q I 0.. I m 1 4 }PREVAILING WAGE RATES & LAW 820 ILCS 130/0.01 / PER SPEC PAGES B- 22 -B -26 ,r) W O 4 CO Et W i Y : : J .< • ' l0 W F- f0 F- W 2 o W I-- w O a Q z V) W CL ti w re Q= F- 2 m N W JO MIS uVi x F-• w m g r F- V) O) CO w~ rn co (=n m z 0 a O O It CL O r z O F- In d N K. Z N w z O U W Z _ W LY N r Z w Q O J a C: r 14 UNIT PRICES 1 1F (SUBMITTALS Y O m¢ O }re F- O . F i > d ! M r Z 0 m F to N Z =Fr, fL' O V m a LL O 2 O I- w= O F� < W Q W 2 a D a= W O m V) m r O O w °a° Q x a 2 O 2 01 w Q Cn W 0- W CL O N < >OO W = w-I < ft u) QZ w O OF a cV W a w 1- 2 = w = m N N w 0 Fai, o d. a w Z m W W 00O w Q W J O C) (V aO W 0-__ Q Ct w O O a V (V o ui Z O) - d �� W O w m Q X a 2 F o 2 N g o Z 0 X 2 11 0 O eL> v=) Q X a 2 F- O 2 (O (V W W ° I- z 0 O LL <, F- r N d W (.9 L.L. of (V O ~ r� m 1 0 W F J = W N oN N o W J 2 OY 1x O W z m O C) 0 Z f d o O 0 W• LL co ,fn M Z = W F- a (, C: 1 33 !WITNESS PROOF ROLL & SIGN OFF ON SUBGRADE SCOPE OF WORK 34 REPLACE CURBS IF DAMAGED BY NEGLIGENT WORK X 35 INSURANCE X PER SPECIFICATION 36 ;VERIFICATION OF QUANTITIES X TO BE AGREED UPON BY CITY, ENGINEER, PICKUS & K -FIVE TO BE AGREED UPON BY CITY, ENGINEER, PICKUS & K -FIVE COMMENTS: W H O J r Z DATE/TIME: UNIT PRICES JOB NUMBER: ASPHALT PAVING DESCRIPTION: w LL 1C SUBCONTRACTOR: ITOTAL M 0 O O to N N 49 0 O O D) CD I(i 69 0 n 00 O to t0' N 44 0 ID tD V' Qt M O r W 0 O h to r N W $ 6,858.00 I O O O O Cr 49 O r M M M $ 33,495.00 $ 31,990.00 I O O ID 0 O C N N 4A UNIT PRICE 49 $ 2,250.00I O r 49 $ 4.55 I COD T W $ 2.30 $ 9.00 O O O O N fA O N 49 $ 55.00 O n 49 Z a M 0 ID N a to ID O N o O N ID N O 14- ID N N tD h tD O O ID 457 I- LS LS AS >- W > y AS SY TON Z O TON z I- NO. DESCRIPTIONS INSURANCE PERFORMANCE & PAYMENT BOND 46 IGEOTECHNICAL FABRIC FOR GRAND STABILIZATION 47 SUBBASE GRANULAR MATERIAL, TYPE A, 4" 49 HOT MIX ASPHALT BASE COURSE, 7 50 PREPARATION OF BASE 51 'AGGREGATE SURFACE COURSE, TYPE A, 8" I= 0 0 w 2 E a m J Q w w H a CO D 0 z M D m N 53 'AGGREGATE (PRIME COAT) 54 HOT MIX ASPHALT BINDER COURSE, IL -19.0, N50 1 55 HOT MIX ASPHALT SURFACE COURSE, MIX "C ", N50 _ 1 1 Total Z w 2 0 0 W 0 RETURN WITH BID CERTIFICATE OF UNDERSTANDING REGARDING HOLD HARMLESS & INSURANCE COVERAGE REQUIREMENTS OWNER: Village of Lemont PROJECT NO.: 07042 PROJECT DESCRIPTION: Front Street & River Street Improvements — Phase 11 Roadway & Landscape Work THIS IS TO CERTIFY THAT I, George Krug Jr. President/Principal/Partner Of K -Five construction Corporation (hereinafter referred to as the "Contractor"), have read the "Hold Harmless and Insurance Provisions" incorporated in the attached Proposal Document and possess full authority and power to legally bind said Contractor to same. I, FURTHER AGREE AND CERTIFY, that 'rf awarded a Contract for the above named project, I will direct our insurance agent or representative to provide any and all required insurance policies outlined in said "Hold Harmless and Insurance Requirements" to afford the required coverage for the Owner, the Village of Lemont, the Engineer, Frank Novotny & Associates, Inc., and any and all other entities so named in said "Insurance Requirements" section. I, FURTHER UNDERSTAND, that all expenses relating to the issuance of said policies of insurance will be solely at the Contractor's expense, and that the Contractor will pay all liability for failure to keep said insurance policies in full force and effect for the duration of the project and as required in said "Insurance Requirements ". Additionally, I will not allow any reduction in any of the "Limits of Coverage" afforded in said policies. I further understand and agree that we, as Contractor, will be totally liable and responsible for any direct and/or indirect consequences arising from our failure to comply with these Insurance Requirements. FINALLY, I UNDERSTAND AND AGREE, that if said Insurance Requirements are not fulfilled, we, the Contractor, will bear full responsibility for paying any and all costs of litigation, including but not limited to, settlement costs and attorney's fees resulting from any and all claims against the Owner and/or Engineer relating to the subject project Dated this 8th day of November , 2007. CONTRACTOR'S NAME: K -Five Construction Corporation 90/Z0 39dd bert W K (SECRETARY ' OTARY) (S E A L) ADDRESS: 13769 Main Street Lemont, IL 60439 SIGNED BY: _ /�;,` dr„// nt/Princlp anner) "reSl' - Georee...1Kr.u2 Jr. (Typed/Printed Name) C -9 S3INt1dW0O SnNOId 09L7T89LP8 LS :80 L00Z /TT /0T RETURN WITH BID CONTRACTOR'S BID RIGGING CERTIFICATION As Required Under Article 33E, "Public Contracts ", of the Criminal Code of 1961 (720 ILCS 5/22E -1 Thru 5/33E -13) K -Five Constrtirtion fnrportatinn (Print Name of Contractor) a Corporation (Corporation, Partnership) (Sole Proprietorship) as part of his/its bid on this Contract hereby certifies that the Contractor is not barred from bidding on this Contract as a result of a violation of either Section 5/33E -3 (bid- rigging) or 5/33E -4 (bid- rotating) of Article 33E of Act 5 "Criminal Code of 1961 as amended. By: (Signature) George Krug Jr. Title: President Dated: Nov. 8th, 2007 CONTRACTOR'S TAX DELINQUENCY CERTIFICATON As required under 65 ILCS 5/11- 42.1 -1, provisions require that the Contractor certify that there are no delinquent taxes outstanding that are otherwise due the Department of Revenue unless they are being contested in accordance with established procedures. The undersigned official of the Contractor hereby certifies that there are no violations of the aforementioned at or if violations do exist, they are being contested properly. Dated: Nov. 8th, 2007 Contractor: K -Five Constrt tion Corporation STATE OF ILLINOIS ) COUNTY OF Cook ) - SS By: (Si jhature) George Krug Jr. Title: President I, the undersigned, a Notary Public in and for the State and County aforesaid, hereby certify that George Krug, Jr. (Name of Signatory) appeared before me this day in person and, being first duly swom on oath, acknowledge that he/she executed the foregoing certifications as his/her free act and deed. Dated: November 08, 2007 ( OFFICIAL SEAL OTAtn4600LBRooK NOTARY PUBLIC - STATE OF ILLINOIS MY COMMISSION EXPIRES:05123 /10 90/E0 39Vd (Notary Public) C -10 S3INtrdW00 Sn710id 09LVT89LV8 LS :80 L00Z /TT /0T RETURN WITH BID CONTRACTOR'S DRUG-FREE WORKPLACE CERTIFICATION Pursuant to 30 ILCS 580/1, et seq. ( "Drug -Free Workplace Act "), the undersigned Contractor hereby certifies to the contracting agency that it will provide a drug -free workplace by: A. Publishing a statement: 1) Notifying employees that the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance including cannabis, is prohibited in the grantee's or Contractor's workplace. 2) Specifying the actions that will be taken against employees for violations of such prohibition. 3) Notifying the employee that, as a condition of employment on such Contract or grant, the employee will: (a) abide by the terms of the statement; and (b) notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction. B. Establishing a drug -free awareness program to inform employees about: 1) the dangers of drug abuse in the workplace; 2) the grantee's or Contractor's policy of maintaining a drug -free workplace; 3) any available drug counseling, rehabilitation, and employee assistance program; and 4) the penalties that may be imposed upon employees for drug violations. C. Making it a requirement to give a copy of the statement required by Subsection A to each employee engaged in the performance of the Contract or grant, and to post the statement in a prominent place in the workplace. D. Notifying the contracting agency within 10 days after receiving notice under page (b) of paragraph 3) of Subsection A from an employee or otherwise receiving actual notice of such conviction. 90/P0 39dd C -11 53INddWOD Sn >lDId 09LPT89L08 L9:90 L00Z /TT /0T RETURN WITH BID CONTRACTOR'S DRUG -FREE WORKPLACE CERTIFICATION, Contd. E Imposing a sanction on, or requiring the satisfactory participation in a drug abuse assistance or rehabilitation program by any employee who is so convicted, as required by 30 ILCS 580/5. F. Assisting employees in selecting a course of action in the event drug counseling treatment and rehabilitation is required and indicating that a trained referral team is in place. G. Making a good faith effort to continue to maintain a drug -free workplace through implementation of this Section. Failure to abide by this certification shall subject the Contractor to the penalties in 30 ILCS 580/6. Dated: Nov. 8th 2007 STATE OF ILLINOIS ) COUNTY OF Cook ) SS Contractor: K -Five Construction Corporation By: Title: (Authorized Age�ift 6f Contractor) George Krug Jr. President I, the undersigned, a Notary Public in and for the State and County aforesaid, hereby certify that George Krug, Jr. (Name of Signatory) appeared before me this day in person and, being first duly swom on oath, acknowledged that he /she executed the foregoing certification as his/her free act and deed. Dated: November 08, 2007 (NOTARY 90/S0 39Vd YMA OFFICIAL SEAL SUZANNE HOLBROOK NOTARY PUBLIC - STATE OF ILLINOIS MY COMMISSION E� RES:051230 C -12 53INCdNOD SfNDld (Notary Public) 09LPI89L78 LS:80 L00Z /TI /0T RETURN WITH BID CONTRACTOR'S SEXUAL. HARASSMENT POLICY CERTIFICATION K -Five Construction Corporation ( "Contractor"), having submitted a bid/proposal for Front Street & River Street Improvements — Phase 11, Roadway & Landscape Work to the Village of Lemont hereby certifies that said Contractor has a written sexual harassment policy in place in full compliance with 775 ILCS 5/2- 105(A)(4). Dated: Nov 8th 2007 STATE OF ILLINOIS COUNTY OF Cook -SS Contractor: IC-Five Construction Corporation By: -' /// (A orized A. - of Contractor) TRIe: George Krug Jr. President 1, the undersigned, a Notary Public in and for the State and County aforesaid, hereby certify that George Krug, Jr. (Name of Signatory) appeared before me this day in person and, being first duly swom on oath, acknowledged that he/she executed the foregoing certification as his /her free act and deed. Dated: November 08, 2007 (NOTARY SEAL) 90/90 39dd OFFICIAL SEAL SUZANNE HOLBROOK NOTARY PUBLIC • STATE OF ILLINOIS MY COMMISSION EXPIRES:05/23 /10 C -13 S3INGdWOC Sf1v1OId (Notary Public) 09LPT89L178 LS:80 L00E /TT /0T KFIVE -1 DATE(MMIDDIYYlY) ACOIRD CERTIFICATE OF LIABILITY INSURANCE OPID S 14 11/08/07 PRODUCER Weible & Cahill 2300 Cabot Drive, Suite 100 Lisle IL 60532 Phone:630- 245 -4600 Fax:630- 245 -4601 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED K -Five Construction Corporation 13769 Main Street Lemont IL 60439 INSURER A: Zurich American Ins. Co. X INSURER B. Illinois National (Partner) 23817 INSURER C: 02/28/07 INSURER D. EACH OCCURRENCE INSURER E 02/28/08 VVYCR,IVCJ 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. DITL TLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM /DDMQ POLICY EXPIRATION DATE IMIWDDM/) LIMITS �NSRC A X GENERAL LIABILITY GENERAL LIABILITY GL0534444902 02/28/07 EACH OCCURRENCE $1,000,000 02/28/08 UAMArot IVHENIEU PREMISES (Ea occurence) $100,000 X (COMMERCIAL CLAIMS MADE X OCCUR MED EXP (My one person) $10,000 X Blkt Addtl Insd PERSONAL BADV INJURY $ 1, 000, 000 X XCU Included GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: 7 POLICY X JEC LOC A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS BAP534444802 02/28/07 02/28/08 COMBINED SINGLE LIMIT (Ea accident) $3,000,000 X BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ X X PROPERTY DAMAGE (Per accident) GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY: AGG $ $ EXCESS/UMBRELLA LIABILITY BE6565057 02/28/07 02/28/08 EACH OCCURRENCE $25,000,000 i1OCCUR CLAIMS MADE AGGREGATE $25,000,000 DEDUCTIBLE RETENTION $10,000 $ $ $ X A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR WARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below WC5344445002 02/28/07 02/28/08 X TORY LIMITS EFR E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 EL. DISEASE - POLICY LIMIT $ 1,000,000 OTHER DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Re: K -Five Job No. 07078, River Street & Front Street Improvements -Phase I Primary and Non - Contributory Additional Insureds on the General Liability and Waiver of Subrogation on the Workers Compensation in favor of: See Page (2) CERTIFICATE HOLDER A VILLE -2 Village of Lemont 418 Main Street Lemont IL 60439 -3788 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Sharon M. Kelsch (fic I LA //. ACORD 25 (2001108) © ACORD CORPORATION 1988 Re: K -Five Job No. 07078; River Street & Front Street Improvements -Phase I Primary and Non - Contributory Additional Insureds on the General Liability: - The Village of Lemont (Owner) - Frank Novotny & Associates, Inc. (Engineer) - URS, Corp. (Engineer) -The Pickus Companies (Construction Mgr) Waiver of Subrogation on the Workers Compensation in favor of: - The Village of Lemont (Owner) - Frank Novotny & Associates, Inc. (Engineer) 11 1 1 1 Bond No. 929440813 SAMPLE FORM OF CONTRACT BOND KNOW ALL MEN BY THESE PRESENTS, that we, (CORPORATION) TO BE PROVIDED BY EACH SUBCONTRACTOR K -Five Construction Corporation a Corporation organized under the laws of the State of Illinois , and licensed to do business in the State of Illinois as Principal, and Continental Casualty Company a Corporation organized and existing under the laws of the State of Illinois with authority to do business in the State of Illinois, as Surety, certify that we are rated by A.M. Best to be "A -" or better, and are held and firmly bound unto the. Village of Lemont, Cook, DuPage and Will Counties, State of Illinois, in the penal sum of Two Hundred Twenty Four Thousand Ninety Five & 00 /100 , ($ 224,095.95 lawful money of the United States, well and truly to be paid unto said Village of Lemont, for the payment of which we bind ourselves, our successors, and assigns, jointly, severally, and firmly by these presents. THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH that whereas, the said Principal has entered into a written Contract with The Pickus Companies, as Construction Manager for the Village of Lemont for the construction of the work for: Front Street & River Street Improvements — Phase II Roadway and Landscape Work which Contract is hereby referred to and made a part hereof, as if written herein at length, and whereby the said Principal has promised and agreed to perform said work in accordance with the terms of said Contract, and has promised to pay all sums of money due for any labor, materials, apparatus, fixtures, or machinery fumished to said Principal for the purpose of performing such work and has further agreed to pay all direct and indirect damages to any person, firm, company, or Corporation suffered or sustained on account of the performance of such work during the time thereof and until such work is completed and accepted; and has further agreed that this Bond shall inure to the benefit of any person, firm, company, or Corporation to whom any money may be due from the Principal, Subcontractor, or otherwise for any such labor, materials, apparatus, fixtures, or machinery so furnished, and that suit may be maintained on such Bond by any person, firm, company, or Corporation for the recovery of any such money. E - 1 1 1 1 1' 1 1 1 1 1 1 1 1 1 1 1 1 NOW, THEREFORE, if the said Principal shall well and truly perform said work in accordance with the terms of said Contract, and shall pay all sums of money due or to become due for any labor, materials, apparatus, fixtures, or machinery furnished to him for the purposes of constructing such work, and shall commence and complete the work within the time prescribed in said Contract, and shall pay and discharge all damages, direct and indirect, that may be suffered or sustained on account of such work during the time of performance thereof and until the said work shall have been accepted, and shall hold the Owner and the Engineer harmless on account of any such damages, and shall in all respects fully and faithfully comply with all the provisions, conditions, and requirements of said Contract, and shall remove and replace any defects in workmanship or materials which may be apparent or may develop within a period of one (1) year from the date of final acceptance, then this shall be null and void; otherwise, to remain in full force and effect. AND the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or to the work to be performed thereunder, or the Specifications accompanying the same, shall in any way affect its obligation on this Bond, and it does herein waive notice of any such change, extension of time, alteration or addition to the terms of the Contract, or to the work or to the Specifications. IN WITNESS WHEREOF, we have duly executed the foregoing obligation this 8th day of November , 2007. ATTEST: `% ' Sec et ry Roberti . Krug (S E A L) Corporate Name K -Five Construction Corporation By eorge Krug, Jr. Surety ` 4 /// O (Attorney - or -Fact) Esther C. Jimenez Address 333 South Wabash Ave. Chicago. IL 60604 E -2 STATE OFILLINOIS SS: COUNTY OFDUPAGE SURETY ACKNOWLEDGEMENT (ATTORNEY -IN -FACT) On this 8th day of November in the year 2007 before me, Kimberly R. Holmes, a Notary Public in and for said County and state, residing therein, duly commission and sworn, personally appeared Esther C. Jimenez, known to me to be the duly authorized Attomey -in -Fact of the Continental Casualty Company and the same person whose name is subscribed in the foregoing instrument as Attorney -in -Fact of the said Company and she duly acknowledged to me that she signed and sealed the said instrument for the Continental Casualty Company thereto as Surety. IN WITNESS WHEREOF, I have hereunto set my official seal the day and year in this certificate first above written. (Notary Public) Kimbe R. Holmes in and for %// Will County State of Illinois My Commission expires: January 26, 2010 (Seal) "OFFICIAL SEAL" KIMBERLY R. HOLMES NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES 1/26/2010 POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania corporation (herein called "the CNA Companies "), are duly organized and existing corporations having their principal offices in the City of Chicago, and State of Illinois, and that they do by virtue of the signatures and seals herein affixed hereby make, constitute and appoint William P Weible, Molly M Moran, William Cahill, Kimberly Sawicki, Deborah Buss, Melissa Newman, Karen A Ryan, Esther C Jimenez, Kimberly R Holmes, Individually of Lisle, IL, their true and lawful Attomey(s) -in -Fact with full power and authority hereby conferred to sign, seal and execute for and on their behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their corporations and all the acts of said Attorney, pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attomey is made and executed pursuant to and by authority of the By -Law and Resolutions, printed on the reverse hereof, duly adopted, as indicated, by the Boards of Directors of the corporations. In Witness Whereof, the CNA Companies have caused these presents to be signed by their Senior Vice President and their corporate seals to be hereto affixed on this 20th day of June, 2007. Continental Casualty Company National Fire Insurance Company of Hartford American Casualty Company of Reading, Pennsylvania Thomas P. Stillman Senior Vice President State of Illinois, County of Cook, ss: On this 20th day of June, 2007, before me personally came Thomas P. Stillman to me known, who, being by me duly swom, did depose and say: that he resides in the City of Chicago, State of Illinois; that he is a Senior Vice President of Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania corporation described in and which executed the above instrument; that he knows the seals of said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed pursuant to authority given by the Boards of Directors of said corporations and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporations. OFFICIAL SEAL ELIZA PRICE NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES: 00/17/09 My Commission Expires September 17, 2009 i iiza Price ' Notary Public CERTIFICATE I, Mary A. Ribikawskis, Assistant Secretary of Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania corporation do hereby certify that the Power of Attorney herein above set forth is still in force, and further certify that the By -Law and Resolution of the Board of Directors of the corporations printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporations this 8th day of November , 7007 . Form F6853- 1/2007 Continental Casualty Company National Fire Insurance Company of Hartford American Casualty Company of Reading, Pennsylvania Mary A. Assistant Secretary THE AMERICAN INSTITUTE OF ARCHITECTS Bond No.929440813 AIA Document A312 Performance Bond Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. CONTRACTOR (Name and Address): K -Five Construction Corporation 13769 Main Street Lemont, IL 60439 OWNER (Name and Address): Village of Lemont 418 Main Street Lemont, IL 60439 CONSTRUCTION CONTRACT Date: October 17, 2007 Amount: ($ 224,095.95 ) Two Hundred Twenty Four Thousand Ninety Five Dollars and 95/100 Description (Name and Location):River Street & Front Street Improvements -Phase II Roadway and Landscape Work BOND Date (Not earlier than Construction Contract Date): November 8, 2007 Amount: ($224,095.95 ) Two Hundred Twenty Four Thousand Ninety Five Dollars and 95/100 Modifications to this Bond: ® None D See Page 3 SURETY (Name and Principal Place of Business): Continental Casualty Company 333 S. Wabash Ave. Chicago, IL 60604 CONTRACTOR AS PRINCIPAL Company: K -Five Construction rpor.]�en Signature: Name and Title: George Kru President (Any additional signatures appear on pag SURETY (Corporate Seal) Company: ontinental Casualty Company (Corporate Seal) atL 4 iii ' e and Title: Esther C. Jime z Attorney -in -Fact (FOR INFORMATION ONLY —Name, Address AGENT or BROKER: Weible & Cahill 2300 Cabot Drive, Suite 100 Lisle, IL 60532 630- 245 -4600 one) OWNER'S REPRESENTATIVE (Architect, Engineer or other party): The Pickus Companies 3330 Skokie Valley Road, Suite 200 Highland Park, IL 60035 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 THIRD PRINTING • MARCH 1987 A312 -1984 1 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 Construc- tion Contract. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reason- able 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 de- clared earlier than twenty days after the Contractor and the Surety have received notice as provided in Sub- paragraph 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 accor- dance with the terms of the contract with the Owner. 4 When the Owner has satisfied the conditions of Para- graph 3, the Surety shall promptly and at the Surety's ex- pense 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 Construc- tion Contract itself, through its agents or through inde- pendent 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 Con- struction Contract, arrange for a contract to be pre- pared 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 ex- cess 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 deter- mined, 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 Sure- ty is obligated without duplication for 6.1 The responsibilities of the Contractor for correc- tion of defective work and completion of the Construc- tion Contract; 6.2 Additional legal, design professional and delay costs resulting from the Contractor's Default, and re- sulting from the actions or failure to act of the Surety under Paragraph 4; and 6.3 Liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual dam- ages caused by delayed performance or non- perfor- mance 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 Con- struction 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, includ- ing changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obliga- tions. 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 nears after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever oc- curs first. if the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation avail- AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIA ;9 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON. D.C. 20006 THIRD PRINTING • MARCH 1987 A312-1984 2 able tQ sureties as a defense in the jurisdiction of the suit shall be applicable. 10 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the sig- nature 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 con- forming 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 Con- MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: tractor 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, re- duced by all valid and proper payments made to or on behalf of the Contractor under the Construction Con- tract. 12.2 Construction Contract: The agreement between the Owner and the Contractor identified on the sig- nature page, including all Contract Documents and changes thereto. 12.3 Contractor Default: Failure of the Contractor, which has neither been remedied nor waived, to per - form 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 Con- tractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL Company: SURETY (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address: Address: AIA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BONG • DECEMBER 1984 ED. • AIA THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 THIRD PRINTING • MARCH 1987 A312 -1984 3 Authorizing By -Laws and Resolutions • ADOPTED BY THE BOARD OF DIRECTORS OF CONTINENTAL CASUALTY COMPANY: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article IX -Execution of Documents Section 3. Appointment of Attomey -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thererto. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attorney-in-fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17`" day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 3 of Article IX of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article VI- Execution of Obligations and Appointment of Attorney -In -Fact Section 2. Appointment of Attomey -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the (imitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The President or any Executive, Senior or Group Vice President may at any time revoke all power and authority previously given to any attomey -in- fact " This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the I7`" day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 2 of Article VI of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF NATIONAL FIRE INSURANCE COMPANY OF HARTFORD: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article VII- Execution of Documents Section 3. Appointment of Attomey -in -Fact. The Chairman of the Board of Directors, the President of any Executive or Senior Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The Chairman of the Board of Directors, the President or any Executive, Senior Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attorney -in- fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 171' day of February, 1993. "RESOLVED: That the signature of the President, an Executive Vice President or any Senior or Group Vice President and the seal of the Corporation may be affixed by facsimile on any power of attorney granted pursuant to the Resolution adopted by this Board of Directors on February 17, 1993 and the signature of a Secretary or an Assistant Secretary and the seal of the Corporation may be affixed by facsimile to any certificate of any such power, and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Corporation. Any such power so executed and sealed and certified by certificate so executed and sealed, shall with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Corporation." THE AMERICAN INSTITUTE OF ARCHITECTS Bond No. 929440813 AIA Document A312 Payment Bond 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): K -Five Construction Corporation 13769 Main Street Lemont, IL 60439 OWNER (Name and Address): Village of Lemont 418 Main Street Lemont, IL 60439 CONSTRUCTION CONTRACT Date: October 17, 2007 Amount: ($224,095.95 ) Two Hundred Twenty Four Thousand Ninety Five Dollars and 95/100 Description (Name and Location): River Street & Front Street Improvements -Phase II Roadway and Landscape Work Continental Casualty Company 333 S. Wabash Ave. Chicago, IL 60604 BOND Date (Not earlier than Construction Contract Date): November 8, 2007 Amount: ($ 224,095.95 ) Two Hundred Twenty Four Thousand Ninety Five Dollars and 95/100 Modifications to this Bond: ® None 0 See Page 6 CONTRACTOR AS PRINCIPAL Company: K -Five Construction✓• porati Signature: ��, Name and Title: (Corporat SURETY ompany: tinental Casualty Company, PC)6 George Krug, President (Any additional signatures appear on page cORPQMrs (FOR INFORMATION ONLY —Name, AGENT or BROKER: Weible & Cahill 2300 Cabot Drive, Suite 100 Lisle, IL 60532 630- 245 -4600 ure• (Corporate Seal) e and Title: Esther C. 'menez Attorney -in -Fact vidr Address and Telephone) OWNER'S REPRESENTATIVE (Architect, Engineer or other party): The Pickus Companies 3330 Skokie Valley Road, Suite 200 Highland Park, IL 60035 MA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • MA (9 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, D.C. 20006 THIRD PRINTING • MARCH 1937 A312.1984 4 • 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 perfor- mance of the Construction Contract, which is incorpo- rated 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 fur- nished 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 pay- ment, directly or indirectly, for all sums due. 4 The Surety shall have no obligation to Claimants under this Bond until: 4.1 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 Con- tractor 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 no- tice 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 suff i- cient 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 perfor- mance 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 prior- ity 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 unrelat- ed to the Construction Contract_ The Owner shall not be liable for payment of any costs or expenses of any Claim- ant under this Bond, and shall have under this Bond no obli- gations 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 juris- diction 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 mate- rials or equipment were furnished by anyone under the Con- struction 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 requirement shall be deemed deleted herefrom and provisions con - forming to such statutory or other legal requirement shall be deemed incorporated herein. The intent is that this MA DOCUMENT A312 • PERFORMANCE BOND AND PAYMENT BOND • DECEMBER 1984 ED. • AIM, THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE.. N W.. WASHINGTON, D.C. 20006 THIRD PRINTING • MARCH 1987 A312 -1984 5 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 equip- ment for use in the performance of the Contract. The intent of this Bond shall be to include without limita- tion 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 MODIFICATIONS TO THIS BOND ARE AS FOLLOWS: 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 sig- nature 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 Con- tractor as required by the Construction Contract or to perform and complete or comply with the other terms thereof. (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 Sea» Signature• Name and Title: Address: MA 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 THIRD PRINTING • MARCH 1987 A312.1984 6 STATE OFILLINOIS SS: COUNTY OFDUPAGE SURETY ACKNOWLEDGEMENT (ATTORNEY -IN -FACT) On this 8'h day of November in the year 2007 before me, Kimberly R. Holmes, a Notary Public in and for said County and state, residing therein, duly commission and swom, personally appeared Esther C. Jimenez, known to me to be the duly authorized Attorney -in -Fact of the Continental Casualty Company and the same person whose name is subscribed in the foregoing instrument as Attorney -in -Fact of the said Company and she duly acknowledged to me that she signed and sealed the said instrument for the Continental Casualty Company thereto as Surety. IN WITNESS WHEREOF, I have hereunto set my official seal the day and year in this certificate first above written. (Notary Public) Kim y R. Holmes in and for Will County State of Illinois My Commission expires: January 26, 2010 (Seal) "OFFICIAL SEAL" KIMBERLY R. HOLMES NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXI'!RES 1/26/2010 POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania corporation (herein called the CNA Companies"), are duly organized and existing corporations having their principal offices in the City of Chicago, and State of Illinois, and that they do by virtue of the signatures and seals herein affixed hereby make, constitute and appoint Esther C. Jimenez of Lisle IL , their true and lawful Attomey(s) -in -Fact with full power and authority hereby conferred to sign, seal and execute for and on their behalf bonds, undertakings and other obligatory instruments of similar nature Surety Bond Number: 929440813 • Principal: K -Five Construction Corporation Obligee: Village of Lemont and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their corporations and all the acts of said Attorney, pursuant to the authority hereby given is hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law and Resolutions, printed on the reverse hereof, duly adopted, as indicated, by the Boards of Directors of the corporations. In Witness Whereof, the CNA Companies have caused these presents to be signed by their Senior Vice President and their corporate seals to be hereto affixed on this 3 0 th day of January 2 0 0 7 Continental Casualty Company National Fire Insurance Company of Hartford American Casualty Company of Reading. Pennsylvania Thomas P. Stillman Senior Vice President a State of Illinois, County of Cook, so: On this 3 0th day of January 2 0 0 7 , before me personally came Thomas P. Stillman to me known, who, being by me duly swom, did depose and say: that he resides in the City of Chicago, State of Illinois; that he is a Senior Vice President of Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania corporation described in and which executed the above instrument that he knows the seals of said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed pursuant to authority given by the Boards of Directors of said corporations and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporations. OFFICIAL SEAL ELIZA PRICE NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES: 09117109 My Commission Expires September 17, 2009 CERTIFICATE Eliza Pri e°*..° Notary Public 1, Mary A. Ribikawskis, Assistant Secretary of Continental Casualty Company, an Illinois corporation, National Fire Insurance Company of Hartford, an Illinois corporation, and American Casualty Company of Reading, Pennsylvania, a Pennsylvania corporation do hereby certify that the Power of Attomey herein above set forth is still in force, and further certify that the By -Law and Resolution of the Board of Directors of the corporations printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporations this 8th day of November 2007 Form F3148 -1 -2007 Continental Casualty Company National Fire Insurance Company of Hartford American Casualty Company of Reading, Pennsylvania Mary A. s Assistant Secretary Authorizing By -Laws and Resolutions r"ADOPTED BY THE BOARD OF DIRECTORS OF CONTINENTAL CASUALTY COMPANY: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article IX— Execution of Documents Section 3. Appointment of Attomey -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attomeys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attomeys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attomey -in- fact" This Power of Attomey is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 3 of Article IX of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article VI— Execution of Obligations and Appointment of Attomey -in -Fact Section 2. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attomeys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attomeys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The President or any Executive, Senior or Group Vice President may at any time revoke all power and authority previously given to any attorney -in- fact." This Power of Attomey is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 2 of Article VI of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF NATIONAL FIRE INSURANCE COMPANY OF HARTFORD: This Power of Attomey is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article VII— Execution of Documents Section 3. Appointment of Attomey -in -Fact. The Chairman of the Board of Directors, the President of any Executive or Senior Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attomeys -in -fact, subject to the limitations set forth in their respective certificates of authority shall have full power to bind the Company by their signature and execution of any such instruments. and to attach the seal of the Company thereto, The Chairman of the Board of Directors, the President or any Executive, Senior Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attomey -in- fact." This Power of Attomey is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "RESOLVED: That the signature of the President, an Executive Vice President or any Senior or Group Vice President and the seal of the Corporation may be affixed by facsimile on any power of attorney granted pursuant to the Resolution adopted by this Board of Directors on February 17, 1993 and the signature of a Secretary or an Assistant Secretary and the seal of the Corporation may be affixed by facsimile to any certificate of any such power, and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Corporation. Any such power so executed and sealed and certified by certificate so executed and sealed, shall with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Corporation."