HomeMy WebLinkAboutECHDA14-016 Calzadillas Landscaping LLC AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN RIVERVIEW APARTMENTS PRESERVATION LP AND CALZADILLAS LANDSCAPING, LLC THIS AGREEMENT("Agreement")is effective as of the /`/ day of/liA(citj)<_,/-20/'f by and between Calzadillas Landscaping LLC,a Colorado limited liability company with its principal place of business at P.O. Box 443,Wolcott, CO 81655 ("Contractor")and Riverview Apartments Preservation LP, a Colorado limited partnership(hereinafter"RAP"). RECITALS WHEREAS,Riverview Apartments Preservation LP desires to utilize Contractor for snow and frozen precipitation removal services at 39169 US Hwy 6&24,Avon, CO 81620 (the"Property"); and WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time,skill, expertise, and experience necessary to provide the Services as defined below in Paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and RAP in connection with the services. AGREEMENT NOW,THEREFORE, in consideration of the foregoing and the following promises Contractor and RAP agree as follows: 1. Services. Contractor agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the services described in Exhibit A("Services")which is attached hereto and incorporated herein by reference. These Services shall include,but not be limited to, snow removal by plowing of the parking lot and shoveling of the sidewalks at the Property when snow reaches two and a half(2.5)inches. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services from November 15, 2014 to April 15,2015 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. RAP Professional Services Final 5/14 c. Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. RAP's Representative. The Lead Maintenance Technician at Riverview Apartment's Preservation,LP,Jose Alvarado,the Housing Department's designee, shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of Paragraph 12 hereof, shall continue in full force and effect through the 15th day of April,2015. 4. Extension or Modification. This Agreement may not be amended or supplemented,nor may any obligations hereunder be waived,except by agreement signed by both parties.No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by RAP for such additional services in accordance with RAP's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that RAP has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by RAP for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. RAP shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed$7,000,payable at$1,400 per month. Additional services may be necessary should conditions require additional removal per the pricing set forth in Exhibit A. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by RAP. a. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks performed,who performed each task and such other detail as RAP may request. b. Any out-of-pocket expenses to be incurred by Contractor and reimbursed by RAP shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries,bonuses or other compensation to personnel of Contractor. Contractor shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by RAP. 2 RAP Professional Services Final 5/14 c. If,at any time during the term or after termination or expiration of this Agreement, RAP reasonably determines that any payment made by RAP to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from RAP,Contractor shall forthwith return such payment(s)to RAP. Upon termination or expiration of this Agreement,unexpended funds advanced by RAP,if any, shall forthwith be returned to RAP. d. RAP will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6. Subcontractors. Contractor acknowledges that RAP has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub- Contractor agreements for the performance of any of the Services or additional services without RAP's prior written consent,which may be withheld in RAP's sole discretion. RAP shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom RAP has an objection,in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor,as approved by RAP and to the extent of the Services to be performed by the subcontractor,to be bound to Contractor by the terms of this Agreement,and to assume toward Contractor all the obligations and responsibilities which Contractor,by this Agreement,assumes toward RAP.RAP shall have the right(but not the obligation) to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to RAP,with limits of liability of not less than$1,000,000 per claim and$2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis,Contractor warrants that any retroactive date under the policy shall 3 RAP Professional Services Final 5 14 precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include RAP, its associated or affiliated entities,its successors and assigns, elected officials,employees, agents and volunteers as additional insureds. ii. Contractor's certificates of insurance shall include subcontractors as additional insureds under its policies or Contractor shall furnish to RAP separate certificates and endorsements for each subcontractor. All coverage(s)for subcontractors shall be subject to the same minimum requirements identified above. Contractor and subcontractors,if any,shall maintain the foregoing coverage in effect until the Services are completed. In addition,all such policies shall be kept in force by Contractor and its subcontractors until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an"A.M. Best"rating of not less than A-VII. iv. Contractor's insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor's policy shall contain a waiver of subrogation against RAP. v. All policies must contain an endorsement affording an unqualified thirty(30) days notice of cancellation to RAP in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request,Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five(5)business days of a written request from RAP, and hereby authorizes Contractor's broker,without further notice or authorization by Contractor,to immediately comply with any written request of RAP for a complete copy of the policy. viii. Contractor shall advise RAP in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor,at its own expense,will reinstate the aggregate limits to comply with the minimum limits and shall furnish RAP a new certificate of insurance showing such coverage. ix. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to RAP,RAP shall be entitled to immediately terminate this Agreement. 4 RAP Professional Services Final 5/14 x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that RAP is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time amended, or otherwise available to RAP, its affiliated entities, successors or assigns,its elected officials, employees,agents and volunteers. xii. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless RAP,and any of its officers, agents and employees against any losses,claims,damages or liabilities for which RAP may become subject to insofar as any such losses,claims,damages or liabilities arise out of, directly or indirectly,this Agreement,or are based upon any performance or nonperformance by Contractor or any of its sub- Contractors hereunder;and Contractor shall reimburse RAP for reasonable attorney fees and costs, legal and other expenses incurred by RAP in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the RAP to the extent that RAP is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Contractor in connection with the Services shall become property of RAP. Contractor shall execute written assignments to RAP of all rights (including common law,statutory,and other rights,including copyrights)to the same as RAP shall from time to time request. For purposes of this paragraph,the term"documents"shall mean and include all reports,plans,studies,tape or other electronic recordings,drawings,sketches,estimates, data sheets, maps and work sheets produced, or prepared by or for Contractor(including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement).If you require documents in a particular format insert that information here. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i) personally delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii) when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv)when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission,or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5) days prior written notice of such change to the other party. 5 RAP Professional Services Final 5/14 RIVERVIEW APARTMENTS PRESERVATION LP: Attention: Jill Klosterman 500 Broadway Post Office Box 850 Eagle,CO 81631 Telephone: 970-328-8773 Facsimile: 970-328-8787 E-mail:jill.klosterman @ eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-mail: atty@eaglecounty.us CONTRACTOR: Calzadillas Landscaping,LLC Jorge Calzadillas PO Box 443 Wolcott,CO 81622 i_al2adiltc .s LcndScccpe. g h_04- r&aLI Lo•&. 11. Coordination. Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various Contractors and contractors. Contractor shall coordinate the Services required hereunder with the other Contractors and contractors that are identified by RAP to Contractor from time to time,and Contractor shall immediately notify such other Contractors or contractors,in writing, of any changes or revisions to Contractor's work product that might affect the work of others providing services for the Project and concurrently provide RAP with a copy of such notification. Contractor shall not knowingly cause other Contractors or contractors extra work without obtaining prior written approval from RAP.If such prior approval is not obtained, Contractor shall be subject to any offset for the costs of such extra work. 12. Termination. RAP may terminate this Agreement, in whole or in part, at any time and for any reason,with or without cause,and without penalty therefor with seven (7)calendar days' prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide RAP with all documents as defined in Paragraph 9 hereof,in such format as RAP shall direct and shall return all RAP owned materials and documents. RAP shall pay Contractor for Services satisfactorily performed to the date of termination. 6 RAP Professional Services Final 5/14 13. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof,shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page;(ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct,at its sole expense, all significant errors and omissions therein. The fact that RAP has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care,skill and diligence applicable to Contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of RAP. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between RAP and Contractor except that of independent contractor. Contractor shall have no authority to bind RAP. d. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws,codes,rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. 7 RAP Professional Services Final 5/14 . f. Contractor shall not assign any portion of this Agreement without the prior written consent of the RAP. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Contractor shall maintain for a minimum of three(3)years,adequate financial and other records for reporting to RAP. Contractor shall be subject to financial audit by federal, state or RAP auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours,upon 48 hours' notice to Contractor. Contractor shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge,no employee of RAP has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. 1. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. 16. Prohibitions on Contracts. a. As used in this Section 14,the term undocumented individual will refer to those individuals from foreign countries not legally in the United States as set forth in C.R.S. 8-17.5-101, et. seq. If Contractor has any employees or subcontractors, Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement;or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the contract for services. 8 RAP Professional Services Final 5/14 b. If Contractor obtains actual knowledge that a subcontractor performing work under the contract for services knowingly employs or contracts with an undocumented individual,Contractor shall be required to: i. Notify the subcontractor and RAP within three(3)days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of the paragraph 14(b) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. c. If Contractor violates these prohibitions,RAP may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to RAP. d. RAP may notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and RAP terminates the Agreement for such breach. [Rest of page intentionally left blank] 9 RAP Professional Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Riverview Apartments Preservation LP By and through Riverview Apartments Preservation LLC,its general partner By and through Eagle County Housing and Development Authority, its sole member By: AAA Jill 4o Osterman,Executive Director CALZADILLAS LANDSCAPING,LLC CONT CTOR:, `� By:i, le6L(€4( Print Name: -le r Q CcrIzall(tot S• Title: 10 RAP Professional Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES I I 11 RAP Professional Services Final 5/14 Calzadillas Landscaping, LLC Estimate P.O.Box 443 Wolcott, CO 81655 Date Estimate# 9/29/2014 98 Name I Address Eagle County P.O.Box 6422 Avon,CO 81620 Project Housing Deparment Description Qty Rate Total CALZADILLAS LANDSCAPING,LLC 5 1,400.00 7,000.00 Submitted to:Eagle County Attn to: Daisy Colmenero Project:Housing Department I- SCOPE OF WORK -Snow removal on parking space -Shoveler sidewalks 1.1 CALZADILLAS LANDSCAPING,LLC.Hereby proposes to furnish necessary equipment and perform all labor necessary to complete the work pertaining to the work trade in the following areas.39169 Hwy.6&24 Housing II.MATERIALS N/A III.QUOTATION -Snow removal with plow truck from 2.5"up contract start on November,15 2014 to April,15 2015 -Shoveling sidewalks from 2.5"up -Estimate plow per season 37 -Pre-season and after season price per plow$ 160.00 -Skid-steer loader$100.00 per hour -Trucking $95.00 per hour -Loader $ 180.00 per hour -Labor $35.00 per hour The work accordance with specifications submitted a substantial workman like manger for sum of$1400.00 per mount ACCEPTANCE OF PROPOSAL/AGREEMENT You are hereby authorize to furnish all equipment and labor required to complete on season 2014-2015 pertaining to the work trade for refereed project above,for undersigned to agrees to pay the amount stated in said proposal and according the terms the referee. Print name: Signature:_ Thank you for your business. Total $7,000.00 EXHIBIT B INSURANCE CERTIFICATE i I ii 12 RAP Professional Services Final 5/14 • CERTIFICATE OF UABIUTY INSURANCE American Family Insurance Company ❑ American Family Mutual Insurance Company if selection box is not checked. 6000 American Pky Madison,Wisconsin 53783-0001 Insured's Name and Address Agent's Name,Address and Phone Number(AgL/Dist) Calzadillas Landscaping LIc Marcella Sandoval P.O.BOX 443 200 Capital Street Ste 205 PO Box 5469 WOLCOTT,CO 81655 Eagle,CO 81631-5469 (970)328-4370 (155/307) 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 listed below. COVERAGES This Is to certify rut policies of Insurance listed below have been Issued to the Insured named above for the policy period Indicated,nolaithstandng any requirement,ism or condition of any contract or other document with respect to which this catboat,may be Issued or may pertain,the Insurance afforded by Ole policies described herein is subject to al the terms,exclusions,end conditions of such policies. TYPE OF INSURANCE POLICY NUMBER r,K,r ICY DATE�(ps TI LIMITS OF LIABILITY (Mo,Dsy,f r (rib,D:y.Yrj Homeowners/ Bodily Injury and Property Damage Mobilehomeowners Liability each occurrence $ ,000 Boatowners Liability Bodily Injury and Progeny Damage EachOccurrsnce $ ,000 Bodily Injury and Properly Damage Personal Umbrella Liability Each Occurrence $ 000 Fenn Liability&Personal Liability Each Occurrence $ ,000 FarmlRanch Liability Fenn Employer's Liability $ ,000 Statutory ...»...».. Workers Compensation and Each Accident $ ,000 Employers Liability t Disease.Each Employee $ ,000 • Disease-Policy Urnit $ ,000 General Liability Gerneral Aggregate $ 2,000,000 I] Commercial General Products-CompletedOperatlataAggregate $ 2,000,000 Liability(occurrence) 05-XE9822 11-00 03/12/2014 03/12/2015 Personal and Mved:Ing Injury $ 1,000,000 ❑ Each Occunsnce $ 1,000,000 ❑ Damage to Premises Ranted to You $ 100,000 Medical Expense(My One Person) $ 5,000 Each Occurrencett $ ,000 Businessowners Liability wetett $ 000 Liquor Liability Canon Cause Limit $ .000 Aggregate Lima $ ,000 Automobile Liability Bodylnjury-Each Person $ 100,000 ❑Any Auto ❑All Owned Autos Bodily Injury-Each Accident $ 300,000 ❑x Scheduled Autos 05-XE9822-15 07/07/2014 07/07/2015 Property Damage $ 100,000 ❑Hired Auto ❑Nonowned Autos Bodily Injury and Properly Damage Combined $ .000 Excess Liability ❑Commercial Blanket Excess EechOccurrerse/Aggregate $ ,000 Other(Miscellaneous Coverages) Commercial Inland Marine Coverage DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/RESTRICTIONS I SPECIAL ITEMS tThe Individual or partners shown as Insured❑Have❑Have not Additional Insured:Riverview Apartments Preservation, LP meted to be covered under tNa policy. 1 tProducts-Comcleted Operations aggregate is equal to each occurrence limit and Is Included In policy aggregate. CERTIFICATE HOLDER'S NAME AND ADDRESS CANCELLATION EAGLE COUNTY HOUSING DEPARTMENT ❑ Should any of the above described policies be canceled before the PO BOX 6422 expiration date thereof, the company will endeavor to mail•( days) written notice to the Certificate Holder named,but failure to mail such notice AVON,CO 81620 shall impose no obligation or liability of any kind upon the company, its agents or representatives_90 days unless different number of days shown. ❑ This certifies coverage on the date of issue only.The above described policies are subject to cancellation In conformity with their terms and by the laws of the state of Issue. DATE ISSUED AUTHORIZED REPRESENTATIVE 11/05/2014 Marcella R.Sandoval U-201 Ed.5/00 Stock No.06668 Rev.7/02