Minutes o/"RECORD OF PROCEEDINGS

NORWICH TOWNSHIP BOARD OF TRUSTEES

HeM5181 NORTI-IWEST PARKWA Y, HILL1ARD, OHIO

July 6~ 2010

The meeting was called to order by Chairman Chuck BuckRoll Call - Charles Win. Buck, Chair - Present

Michael D. Cope, Vice-Chair - PresentLarry Earman, Trustee - Present

Also Present - Dave Long, Fire ChiefBob Kaufman, Asst. Fire ChiefSteve Montgomery, Roads/Cemetery Dept.Wayne Warner, Township Administrator

Meetin,~,

PUBLIC PARTICIPATIONMr. Ryan Wade asked for clarification on the firefighter hiring requirements as it relates toage. Chief Long confirmed the Township has a maximum hiring age of 31 years old withoutany firefighter experience; and a maximum hiring age of 35 years old with at least five yearsof previous firefighter experience. Mr. Morgan Gierman, President of Timberbrook’sHomeowners Association, addressed the Board about his dissatisfaction with the FranklinCounty Board of Health’s unwillingness to provide the specific location of the recent positivetesting of mesquito’s carrying the West Nile Virus. Mr. Buck confirmed that the Township’scurrent waste contract expires 12/31/10. Mr. Gierman thanked the police and firedepartments for their participation in the bike parade and for their assistance in locating a

thfamily member during the July 4 fireworks celebration.

POLICE DEPARTMENTChief Francis was unable to attend. In response to Mr. Earman, Mr. Warner confirmed thatthe Hilliard police department enforces the laws of the Ohio Revised Code in theunincorporated areas of the Township. Furthermore, absent the adoption of a limited homerule government, the Township does not have the authority to impose their own laws, such asa texting ban.

FIRE DEPARTMENTThe Board had some initial discussion about the purchase of a replacement rescue boat andfitness equipment. Mr. Cope requested some additional information and both items weretabled for further review. Chief Long reported that the ISO visit is scheduled for July 26and will last approximately four to five days. The next senior luncheon is scheduled for July23rd at 11 am. The Board requested that Chief Long provide a statistical update andcommittee report during the second meeting of each month.

CEMETERY & ROAD DEPARTMENTNothing to report.

Page 1 of 3

I

RECORD OF PROCEEDINGSMinutes of NORWICH TOWNSHIP BOARD OF TRUSTEES Meetin,~

HeM5181 NORI’HWEST PARKWA Y, ttILLIARD, OHIO

July 6~ 2010

FISCAL OFFICEMrs. Miles provided the payment and charge register for June 2010. She reported that staff iscurrently working on creating an approved vendor listing and an updated purchasing policyto reflect the goals established during the June 8th planning meeting.

TOWNSHIP ADMINISTRATIONThe Board approved a resolution to mow the grass at 3936 Medford Square. Mr. Warnernoted that a number of residents have become compliant with nuisance property complaints.The Board also approved a Settlement Agreement and Release with The Altman Companyand Mansfield Cement Flooring on the Township’s Station 81 bay floor. The terms of theagreement includes a 5-year warranty and 2-year maintenance bond.

TRUSTEE-OLD BUSINESSNothing to report.

TRUSTEE-NEW BUSINESSNothing to report.

Approval of Trustee Meeting Minutes for 6/21/10Motion by Mr. Cope, seconded by Mr. Earman, for the approval of the Norwich TownshipTrustee meeting minutes for the regular meeting of June 21, 2010. Unanimously approved.Motion passed. # 100706.01

Approval to Table Rescue Boat and Fitness Equipment ItemsMotion by Mr. Cope, seconded by Mr. Earman, for approval to table the agenda items for thepurchase of a rescue boat and fitness equipment until further review. Unanimouslyapproved. Motion passed. #100706.02

Approval of Resolution For 3936 Medford SquareMotion by Mr. Cope, seconded by Mr. Eamaan, for approval of a resolution to proceed withthe abatement and removal of grass and weeds constituting a nuisance from the propertyowned by Michael S. Rupp, located at 3936 Medford Square in Norwich Township, FranklinCounty, Ohio. Unanimously approved. Motion passed. #100706.03

Approval of Settlement Agreement and Release With The Airman Company andMansfield Cement FlooringMotion by Mr. Earman, seconded by Mr. Cope, to approve the Settlement Agreement andRelease between the Board of Trustees of Norwich Township, The Altman Company andMansfield Cement Flooring. Unanimously approved. Motion passed. (see attached)

#100706.04

Page 2 of 3

Minutes

Held

RECORD OF PROCEEDINGSNORWICH TOWNSHIP BOARD OF TRUSTEES

5181 NORTHWEST PARKWAY, HILLIARD, OHIOJuly 6~ 2010

Meeting

Executive SessionMotion by Mr. Earman, seconded by Mr. Cope, to adjourn into executive session pursuant toOhio Revised Code Section 121.22(G)(1 ) for the purpose of disciplinary matters of a publicemployee. Roll call vote taken. Unanimously approved. Motion passed. No action takenduring executive session. Motion by Mr. Earman, seconded by Mr. Cope, to adjourn from

executive session at approximately 1 : 10 pro. Unanimously approved. Motion passed.#100706.05

Motion by Mr. Earman, seconded by Mr. Cope, to adjourn the regular meeting of July 6th

at I:10 pro.

Charles Win. Buck, Chairman Jamie ~I~les[~iscal Officer

Page 3 of 3

RESOLUTION NO.

RESOLUTION TO PROCEED WITH THE ABATEMENT AND REMOVAL OF GRASSAND WEEDS CONSTITUTING A NUISANCE FROM THE PROPERTY OWNED BY

MICHAEL S. RUPP, LOCATED AT 3936 MEDFORD SQUARE IN NORWICHTOWNSHIP, FRANKLIN COUNTY, OHIO

PREAMBLE

WHEREAS, the Board of Trustees of Norwich Township (the "Board") has found thatthe grass and weeds on the property at 3936 Medford Square in need of cutting and removalconstitutes a nuisance pursuant to the provisions of Section 505.87 of the Ohio Revised Code;

WHEREAS, pursuant to Section 505.87 of the Ohio Revised Code, the Board isauthorized to abate, control, or remove the nuisance after notice to the property’s owners andlienholders of record of the Board’s intention to remove such structure if the owner fails to abate,control, or remove the vegetation, garbage, refuse, or debris or make arrangements for suchcorrective measures within seven (7) days; and

WHEREAS, pursuant to Ohio Revised Code Section 505.87, the Board is alsoauthorized to order a property owner to remove such vegetation, garbage, refuse, or debris thatconstitutes a nuisance, and if the owner fails to remove the nuisance or make arrangementswithin an allotted time pedod, the Board may proceed to remove the debris and enter the costs onthe tax duplicate for the property; and

WHEREAS, on or about June 15, 2010, the Norwich Township Administrator attemptedto notify the ovaaer and lienholder of record via certified mail of the Board’s intention to removethe nuisance from the property if the condition of the property was not corrected, but to theBoard’s knowledge, no corrective actions have been taken or arrangements made at this timewith respect to the abatement, control, or removal of the nuisance; and

WHEREAS, it is in the best interests of Norwich Township (the "Township") and itsresidents to proceed under Section 505.87 of the Ohio Revised Code in order to remove thenuisance located on the Property.

RESOLUTION

NOW THEREFORE, be it resolved by the Board of Trustees of Norwich Township,Franklin County, Ohio, that the following Resolution be, and it hereby is, adopted:

RESOLVED, that the Board hereby determines that the nuisance located on theProperty must be removed pursuant to Ohio Revised Code Section 505.87 andauthorizes and directs the Township Administrator Wayne Warner to either (1)order Township employees, materials and equipment to be used to remove thenuisance at a rate of $150.00 per hour or (2) enter into a contract, to be paid fromthe Township’s general fund, with a suitable person or persons in order to havethe nuisance removed; and all costs and expenses incurred in such work shall bereported to the Franklin County Auditor for collection as provided in OhioRevised Code Section 505.87.

BE IT FURTHER RESOLVED, this Board finds and determines that all formalactions of this Board concerning and relating to the passage of this Resolutionwere taken in open meetings of this Board, and that all deliberations of this Boardthat resulted in formal actions were taken in meetings open to the public, incompliance with all legal requirements, including but not limited to, Ohio RevisedCode Section 121.22, except as otherwise permitted thereby.

This Resolution # IlJIAll~ O~shall take effect and be in force from and at~er the date ofenactment.

Adopted: July 6, 2010

Jamie Miles, Township Fiscal Officer

NORWICH TOWNSHIP BOARD OFTRUSTEES, FRANKLIN COUNTY, OHIO

Chuck Buck, Trustee

Mike Cope, Trustee

SE’IWLEMENT AGREEMENT AND RELEASE

~’L’" This Settlemem Agreement and Release (the "Agreement") is made as of this ~lLday /-{~1 2010, by and between the BOARD OF TRUSTEES OF N~WICH

TOWNSHIP, the legislative authority of and for Norwich Township, Franklin County, Ohio, apolitical subdivision duly organized and validly existing under the laws of the State of Ohio (the’~I’ownship"), THE ALTMAN COMPANY, an Ohio corporation ("Altman"), andMANSFIELD CEMENT FLOORING JACK JUNG AND ANDY WALKER, INC., an OhioCorporation ("Mansfield"), (on occasion hereinafter referred to collectively as the "Parties") hereby agree as follows:

RECITALS

A. On September 25, 2007, the Township and Al~uan entered into a contract pursuantto which Alan,an was hired to serve as the General Constraction Conlractor with respect to theconstruction of the Non~ieh Township Fire Department / Hilliard Police Deparanent SafetyServices Building (the "Building"), located at 5171 and 5181 Northwest Parkway, Hilliard, Ohio43026 (hereinatter referred to as the "Contact," which tetra includes all associated con~a’actdocoments).

B. As the General Constatetion Contrac~r for the Building, Allman’s scope of work,as sot fo~di in the Contract, inehided the installation of enst-in-place concrete slabs in the Building’sfive-bay apparatus space, two-bay accessory space, and exterior approaches (hereinafter referred tocollectively as the "Bay Floor").

C. Rather than install the Bay Floor itself, Allan hired Mansfield to perform the workpursuant to a sub-coatract. Mansfield subsequently installed the Bay Floor pursuant to itsagreement with Altman.

D. Since Mansfield installed the Bay Floor, it has exhibited surface defects andimperfections, including, without limitation, de-lamination, mottled discoloration, craze cracking atvarying depths, shrinkage cracking, sealing, abrasions, surface tears, and isolated aggregate popouts,as described in Report No. P-278 prepared by Concrete Research and Testing, LLC ("CRq?’), connection with CRT’s petrographic examination of concrete cores removed from the Bay Floor.

E. A dispute has arisen between the Parties as to whether the Bay Floor was installed inaccordance with the specifications set forth in the Contract and to the standards referenced therein,including whether the Curecrete Company’s Ashford Formula (the "Ashford Formula") was appliedin accordance with the manufacturer’s recommended instructions, and whether the Ashfordformula, as selected by the Township, functions as an adequate euring product. As a result of thisdispute, the Township’s consideration of Al~nan’s final payment request, in the amount of TwentyThousand Seven Hundred Fifty Dollars ($20,750), has been ddayed.

F. Recently, the Parties have negotiated the terms of a comprehensive settlement of allclaims that the Township might have against the Allman and Mansfield, known and unknown,asserted and unasserted, relating to, concerning, or involving the Bay Floor and of all claims thatAllman might have against the Township, known and unknown, asserted and unasserted, relating to,concerning, or involving the Township’s obligations pursuant to the Conlract. The Parties wish tomemorialize the terms &their settlement agreement by this instrument.

AGREEMENTS

NOW THEREFORE, in consideration of the promises, covenants, and agreemems setforth herein, and for good and valuable consideration, the sufficiency of which each partyacknowledges, the Parties agree as follows:

Section 1. Re-Application of Ashford Formula

Mansfield shall, at its sole cost and expense, furnish all materials and provide all laborrequired to: (a) mcohanieally clean and prepare the Bay Floor with a neutral cleaner; (b) apply coat of the Ashford Formula to the Bay Floor in accordance the manufacturer’s recommendedinsWacfions; and (c) burnish the Bay Floor utilizing a high speed burnishing machine withdiamond impregnated twister pads (hereinafter referred to as the "Process"). This Process has

1

been applied to a test are~ on the Bay Floor and all Parties have examined the results of the testarea performed by Mansfield and agree that the Proeaas is accepted and will be applied as setforth above. Airman shall coordinate and supervise tbe Process. The Process shall be promptlyundertaken and completed in a neat, orderly, and workmanlike manner,

Allman and Mansfield represent that the Process will harden, dansify, and polish thesurface of the Bay Floor. The Parties shall, in good faith, coordinate the time and date of theProcess so as to interfere as little as possible with the regular operations of the NorwichTownship Fire Department, provided that the Process shall be completed no later than July 1,2010. Final approval of the time and clzte of the Process shall rest with the Norwich TownshipFire Chief, which approval shall not be urtreasonably withheld.

Section 2. Five-Year Warranty & Two-Year Maintenance Bond

Upon the completion of the Process specified in Section 1 of this Agreement, Mansfieldshall provide the Township with a five-year express wawanty guaranteeing the structuralintegrity of the Bay Floor and a two-year maintenance bend in the amount of One HundredThousand Dollars ($100,000). Mansfield warrants that the Bay Floor will remain structurallysound, provided that Mansfield assumes no responsibility for ordinary wear and tear to the BayFloor, as might be expected, or for damage caused to the Bay Floor as the result of negligence onthe part of the Township or any of its employees, agents, representatives, licensees, or invitees.Mansfield agrees to repair or otherwise remedy any warrantable defect or condition detected oroccurring during the warranty period in a workmanlike manner and hi accordance with generallyaccepted industry standards. For pusposes of this wun’anty, s’a’uetaral failure shall include, butnot be limited to, de-lamination affecting eight percent (8%) or more of the total surface area the Bay Floor, as determined by an independent third-party jointly selected by the Township andMansfield, whose determination shall be binding, subject, of course, to reconsideration uponevidence of further deterioration. For purposes of this Agreement, and by way of illnslmtion, theParties agree that the portions of the Bay Floor depicted in the photographs attached hereto,labeled "Exhibit A," and hereby made a part hereof, show evidence of de-lamination. Uponstructural failure of the Bay Floor, Mansfield shall, at its sole cost and expense, completelyremove the Bay Floor and replace the Bay Floor in accordance with the specifications set forth inthe Contract.

Section 3. Final Payment

Within ten (10) business days of the last of the following to cecar: (a) the execution of Agreement; (b) the completion of the Process specified in Section 1 of this Agreement; and (c) issuance of a two-year mainteannee bond, as required pursuant to Section 2 of this Agreement, theTownship shall grant Allrann’s final payment request and deliver to Airman the sum of TwentyThousand Seven Hundred Fifty Dollars ($20,750), which sum ~presents all remaining funds dueand owing under the ConUact.

Section 4. Release by Township

In consideration of the completion of the Process described in Section 1 of thisAgreement, the Township hereby releases, acquits, and forever discharges Allman andMansfield, all predecessor corporations, successor corporations, affiliate corporations,suboontractors, each of their respective shareholders, directors, officers, employees, andrepresentatives, and all of their respective heirs, successors and assigns, from and against anyand all claims, demands, obligations, liabilities, damages, actions, causes of acfinn of any kind ordescription whatsoever, administrative actions, administrative claims, and all other claims,demands, and liabilities of any description whatsoever, known or unknown, past or present,accroed or not aceroed, inaluding all claims for damages, costs, compensation, andreimbursement of any nature whatsoever, which the Township has or may have regarding or inany way growing out of or arising in connection with the Bay Floor. It is the intent of the Partiesthat this release be comprehensive, and fully replace and supersede any and all claims againstAllroan and/or Mansfield in existence prior to the date of this Agreement relating to the BayFloor, provided that this release shall not release or discharge Airman’s or Mansfield’sobligations under this Agreement. This release shall be effective and binding immediately uponthe execution of this Agreement.

2

Section 5. Release by Altman

In consideration of the payment described in Section 3 of this Agreement, Airmen, foritself and its shareholders, directors, officers, employees, agents, insurers, representatives, andany other person or entity that may possess the capacity to bring claims on its behalf, and all oftheir respective heirs, saccessors and assigns, releases, acquits, and forever discharges theTownship from and against any and all claims, demands, obligations, liabilities, damages,actions, causes of action of any kind or description whatsoever, administrative actions,administrative claims, and all other claims, demands, and liabilities of any descriptionwhatsoever, known or unknown, past or presenL accrued or not accrued, including all claims fordamages, costs, compensation, and reimbursement of any nature whatsoever, which Airman hasor may have regarding or in any way growing out of or arising in cormection the Township’sobligations pursuant to the Contract, provided that this release shall not release or discharge thethe Township’s obligations under this Agreement. This release shall be effantive and bindingimmediately upon the execution of this Agreement.

Section 6. Entire A~’eement

This Agreement constitutes the entire agreement among the Parties with respect to thesubject matter hereof and supersedes and cancels any and all prior agreements between them,whether written, oral, or implied. No modification, amendment, or waiver of this Agreement orany of its previsions, shall be bind’rag on any party uniess evidenced by a written inslrument dulyexecuted by the Parties.

Section 7. Severabilitx

If any term or condition of this Agreement or its application to any person, entity, orcircumstance shall to any extent be found to be in violation of or unenforceable under any law,rule, regulation or order (maluding any court order) now existing or enacted in the future by anygovernmental entity having jurisdiction, this Agreement, or the application of the challenged oraffeeted term or condition to persons, entities, or circumstances other than those as to which it isfmmd invalid or unenforceable, shall not be affected, end shall be enforceable to the extentpermitted by law.

Section 8. Miscellaneous

The Parties and each representative thereof certify that they are of legal age, and have thelegal capacity and authority to execute and enter into this Agreemem on behalf of theirrespective principals. Each party also r~ents that its execution of this Agreement isvoluntary, and made with full knowledge of the consequences and the legal effects of thisAgreement. The Parties stipulate and agree that the settlement described in this insta’urnentrepresents a enmpromise of disputed claims, and shall not be considered or be ennsaued to be anadmission of fanit on the part of any party. The Parties represent that they have read, examined,and consulted with cmmsel nf their choosing with respect to this Agreement, that they have hadadequate time to review the Agreement and obtain advice with respect hereto, end that they fullyunderstand the Agreement and the releases contained herein.

All Parties to this Agreement warrent that they have not assigned or transferred, orpurported to assign or Wansfer, to any person or other enti~, an), claim, demand, or cause ofaction (or any portion thereof or any interest therein) that is subject to this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of theState of Ohio. The Parties further agree that this Agreement may be enforced in any court ofcompetent jurisdiction in Ohio and the Parties hereby subject themselves to the jurisdiction ofsuch courts in any such enforcement action.

Section 9. Execution and Copies

For the convenience of the Parties, this Agreement may be executed in severalcounterparts, each of which shall constitute a complete original, and each of which may be

introduced in evidence or used for any other purpose without any requirement of production of,or any accounting of, any counterparts,

THE PARTIES SIGNING THIS INSTRUMENT EACH ACKNOWLEDGE ANDAGREE THAT HE OR SHE HAS READ AND UNDERSTANDS THIS

AGREEMENT~ AND THAT HE OR SHE OR IT HAS SIGNED THIS AGREEMENTVOLUNTARILY.

IN TESTIMONY WHEREOF, the undersigned have executed, entered into, and

become bound by this Agreement this /.ffl’~day of ~-~ [~/ ,2010.

1THE ALTMAN COMPANY, BOARD OF TRUSTEES OF NORWICHan Ohio corporation TOWNSHIP, FRANKLIN COU~NTY, OH.IO

Title: ~’~.e~’.~, Title:~__~-~

MANSFIELD CEMENT FLOORING

o

Title:

STATE OF OHm,^ 1COUNTY OF cq~,~/~ ~v~ ,SS:

STATE OF OHIO

COUNTY OF ~ ,SS:

Before me a notary public in and for said County and State, personally appeared

~c~ ~ O.-L~ln~ , .~,,~ of The Altman Company, an Ohio corporation, whoknowledges the signing of the foregoing Agreement to be his/her free act mad deed on behalf

of said corporation this~ day of

STATE OF OHIO--

~, Before me a notary public in and for said County~personally appearedIL.~,~e~.c.~ , Member of the Board of Trustees of Norwich Township, Frank in County,

Ohio, who acknowledges the si.gning of the foregoing Agreement to be his/her free act and deedon behalf of the Township this t~"~ day of "~,-( ,2010.

Notary Pubhc ~ ~’~. ~ NOT~ pUBUC,’sTATE OF 01-~0

~.t_9’ Befoxe me a no~ar~v pu,bli~c inand for said County and State, personally appearedtr/’’~t~,’t2~, 5 ~,@~t~evl-(-of Mansfield Cement Flooring Jack Jung and AndyWalker, Inc., an 1Ohio corporation, who acknowledges the signing of the f~egoing Agreement tobe his/her free act and deed on behalf of said corporation this ~_ day of~ Lt~. ,2010.

4

MAINTENANCE BOND

BOND NO. 529062

KNOW ALL MEN BY THESE PRESENTS: THAT WE, Mansfield Cement Flooring Jack Jung and Andy Walker, Inc.as Principal, and

INTERNATIONAL FIDELITY INSURANCE COMPANY, a New Jersey Corporation of One Newark Center, 20thFloor Newark, New Jersey, licensed to do business in the State of New Jersey andas Surety, are held and firmly bound unto Board of Trustees of Norwich Townsh pas Obligee, in the full and just sum of One Hundred Thousand and 00/100

( $ loo,ooo.oo

Dollars lawful money of the United States of America to the payment of which sum, well and truly to be made,the Principal and the Surety bind themselves, their successors and assigns, jointly and severally, firmly by thesepresents.

SIGNED, SEALED AND DATED THIS 10th day of June ,20 10

THE CONDITION OF THIS OBLIGATION IS THAT, WHEREAS the Principal entered into a contract with theObligee for Maintenance on Bay Floor at Norwich Township Fire Department/Hilliard Police Department Safety Services

AND WHEREAS, the Obligee requires a guarantee from the Principal against defective materials and workmanshiin connection with said Contract.

NOW, THEREFORE, if the Princ pa shall make any repairs or replacements which may become necessary duringthe period of .08/10/2010 thru. 08/10/2012 because of defective materials or workmanship in connection withsaid contract of which defectiveness the Obligee shall give the Principal and Surety written notice within (30)thirty days after discovery thereof, then this obligation shall be void; otherwise it shall be in full force and effect.

All suits at law or proceedings in equity to recover on this bond must be instituted within twelve (12) months after theexpiration of the maintenance period provided for herein.

MANSFIELD C M~Ei~FL ~ ANDY WALKER’ INc

INTERNA//~tONAL

F’ I~.~RA N CE COMPANY

Witness

1-83

:. INTERNATIONAE’F .. ELITY. !NS CE COMPANYNEW ,&RK. NEW IERSE¥ 07102:5207

KNO~NALLMENBYTHESEPRESENTS: That;INTERNA,.T1ONAL:EIDEL!TYINSURANCE COMPAN~, :a corporanon organized and existin~aws o:f [he Sia e of New Jersey~;an6:liax~ing its~principa 6ffice.iti th~:C 13i of Newark. New J~,fsey, doei heri:by.~6nsfitul~ find appoint

MARY, K. CRIS~

Colttmbus. OH.

o~er ~fing~ 6bligaow ~ ~ nacre ~ereof, wBieh are o~ma~ be allow~, require&0rpe~iR~ bf law; smm~ ~le; re~ulafion~ con~ct ~r o~er~i~ and¯ e exegu on of sech i~s~ent(S) i~ pulsate 0f ~ese present, shall be ~s bin~ng .up~ ~e said ~&T~ ~LIT~ INS~ECOW.W, as Nlly ~d ~p y. m all thmnts and pu~oses, as if ~e sa~e ~d been du~y executed .and ack~owl~ged b) ~ regularb elected o~cers at principal o~ce,

¯ NS Power of A~mey.is execu~, and may:be revoked, purse~nrm aria by authofi~,:0f A~ele 3-Section 3, of the By-Laws adopmd by the Board ofDirectors of:I~A~ONAL ~EL~Y INS~CE eO~AN~ at a m~fing called and held on ~6 7th ~y of February, 1974.

The President orany Vice President. Exeeu~ve Vice President. S~re~, or Assi~nt Secretary. ~all have power and au~oriv(D To appoint ARomeys-in-Nct, and to au~orize ~em m execute on behalf of ~e Company, and a~ch the Se~ of ~e Compan) ~ereto, bonds and

tin.takings, con~ac~ of~d~i~ aria o~er ~g obtigato~ in ~e nature ~of and.

(2~ To remove, at any t~e. an~ such mtomey-~-fact and re*oke ~e au~on~ given.

Furor ~is.Power of A~mey is s~gned.and seal~ by facsimile p~am t0 resolution of ~e Board ~f Directors of ~id Company adopted at a m~tingduly called and held on ~e 29~ day of April, 1982 of which ~e fo low~g is at~e except:

Now therefore the signatures of ~ch office~ and ~e ~al Of Ne Company ma~ be a~xed ~ any such power of aRomey or any ce~ficate relating thereto byfacs mile, and ~y such po~r of aRomey or ce~ficate bea~ng such faes~ile s~gnamres or ~csimile sealsh~ll be valid and binding upon the Company and anysuch power se execu~d and certified by facsimile signatures and facsim~e seal ~all be valid ~d binding upon ~e Company in the Nmre wi~ respect to anybond or uncloaking to which il is a~ched.

STATE OF NEW JERSEYCounty of Ess6x

IN TESTIMONY WHEREOF. INTERNATIONAL FIDELITY INSURANCE COMPANY has caused this instlument to bemgned and its corporate seal to be affixed by its authorized officer, this 16th day of October. A.D. 2007.

INTERNATIONAL FIDELITY INSURANCE COMPANY

On this l6th dalz of October 2007, before me came the individual who executed the.preceding in~amentjto me personally known; and, being ~y me dulyswo~, ~aidthe he ~s the therein described ~.nd adthorized officer of file INq’ERNATIONAL FIDELITY 1NSURNNCE COMPAN’I ; that tile seal.affixed tosa d mstrumerd is the Corporate SeM.of said Company; that the saitl Co~oi’ate Seal anti his gignatare were dally affixed by 0~der of the Board of D~rectors ofsaid Company.

IN TESTIMONY WHERI~OE, I hax, e hereunto set my hali~i affixed in), Official Seal.the Ci~ ol~ Newark. New Jersey }l~e ~y ~md year first ahoy6 written.

A NOTARy PUBL,I~ OF NEW JERSEY

R F ATOr M#’ConimsgonExl?rosNo’,’ 21 2010

~ -I2~e £nd~signed ;ffi.r 5f ~ATIONA~ FmEL~Y ~E. CO~ANa do her~ ce~i+~i:l:h~,e compg~ed fli6 fo~gomggo~yo~’~eP6w~r of A~o~e~’:~hd affi~a~i, a~d ~:eop~ 6i ~:Secfion of~e ~y-~aws of~ald ~b~p~y as:~t ¢~ ~~d ~6x~ 6f A~or~, ~i~ ifie ORIGINalS QN

of ~o~ey ha~ ~i ~e~n revokgd:~d is noff:]fi ~11 force and e~£6i

INTERNATIONAL FIDELITY INSURANCE COMPANYONE NEWARK CENTER, 20TM FLOOR, NEWARK, NEW JERSEY 07102-5207

STATEMENT OF ASSFI’S, LIABILITIES, SURPLUS AND OTHER FUNDS

AT DECEMBER 31, 2009

ASSETS

Bonds (Amortized Value) ................................... $55,044,308Corrtmon Stocks (Market Value) .............................. 52,514,550Mortgage Loans on Real Estate ............................... 183,000Cash & Bank Deposits ..................................... 100,651,263Short Term Investinents .................................... 33,926Other Invested Assets ..................................... 4,000,000Unpaid Premiums & Assumed Balances ........................ 5,820,812Reinsurance Recoverable from Reinsurers ....................... 385,409Electronic Data Processing Equipment ......................... 227,201Investment Income Due and Accrued .......................... 479,074Current Federal & Foreign Income Tax Recoverable& interest Thereon... 1,331,49¢Net Deferred Tax Assets ................................... 5,100,000Other Assets ............................................ 2A51,913

TOTAL ASSETS ................................. $22Z922.945

LIABILITIES, SURPLUS & OTHER FUNDS

Losses (Reported Losses Net as to Reinsurance Ceded andIncurred But Not Reported Losses) ............................ $19,06t,512Loss Adjustment Expenses .................................. 4,934,305Contingent Commissions & Other Similar Charges ................ 3,494,103Other Expenses (Excluding Taxes, Licenses aa~d Fees) .............. 3,790,080Taxes, Licenses & Fees (Excluding Federal Income Tax) ............. 864,178Unearned Prelr~iums ...................................... 30,] 25,567Dividends Declared & Unpaid: Policyholders .................... 484,708Ceded Reinsurance Premimrts Payable ......................... 2,340,573Funds Held by Company under Reinsurance Treaties .............. 1,031Amounts Withheld by Company for Account of Others ............. 73,268,661Provisions for Reinsurm~ce .................................. 4,173Other Liabilities ......................................... 3 816

TOTAL LIABILITIES .......................... ~

Cormnon Capital Stock .................................... $1,500,000Gross Paid-in & Contributed Surplus .......................... 374,600Surplus Note ............................................Unassigned Funds (Surplus) ................................ 71~675639

Surplus as Regards Policyholder~ ................. $89,550,239

TOTAL LIABILITIES, SURPLUS & OTHER FUNDS .... $227,922,946

I, Francis L. Mitterhoff, President of INTERNATIONAL FIDELITY INSURANCE COMPANY, certify that theforegoing is a fair statement of Assets, Liabilities, Surplus and Other Fundg of this Company, at the dose of business,December 31, 2009, as reflected by its books and records and as reported in its statement on file with the insuranceDepartment of the State of New Jersey.

IN TESTIMONY WHEREOF, 1 have set my hand and affixed theseal of the Company, this 2#h day of February, 2010.

INTERNATIONAL FIDELITY INS URANCE COMPANY

Office of FinancialRegulation Services50 West Town StreetThird Floor- SuRe 300CoMmbus, Ohio 43215(614) 644-2658Fax (614) 644-3256

Ohio Department of Insurance

Ted Stdcktand - Governortvla~ Jo Hudson - Director

Certificate of Compliance

I, Ma13’ Jo Hudson, hereby cmify that I am the Director of Insurance in the State of Ohio and havesupel’vision of insurance business in said State mad as such I hereby cmify that

Issued

Effective

Expires

03/22/1(~04/02/1004/01/11

INTERNATIONAL FIDELITY INSURANCE

is authorized to transact the business ofinsurmace under the followin~ section(s] of the Ohio Revised Code:

S ection 3929.D 1 (A)Fidelity

Surety

INTERNATIONAL FIDELITY INSUILANCE certified in its annual statement to this Department as

of December 31, 2009 that it has admitted assets in the amount of ~, liabilities in thea nount of ~, and surplus of at least ~.

Mary Jo~ Hudson

Director

1N WITNESS WHEREOF, I have hereunto subscribed my name and caused rny seal to be affixed atColumbus, Ohio, this day and date, ~

INS7230(Rev.612003) Accredited by the National Association of insurance Commissione~ (NAIC)