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HomeMy WebLinkAboutFI Ferry Dist- New Boat-1977 AGREEMENT, made this 6th day of October 1987 , between, The Fisher Island Ferry District (hereinafter called the Ferry District) and THE NORTH FORK BANK & TRUST COMPANY, a New York Banking Corporation having its Corporate Trust Office at 245 Love Lane, Mattituck, NY (hereinafter called the ("Bank"). WHEREAS, the Ferry District is desirous of appointing the bank as agent for the payment of principal of, and the coupons for interest appertaining to: $589,000 Town of Southold (Fishers Island Ferry District) bonds, 5.90%, dtd 8/1/77 due 2/1/97 (hereafter called the "Bonds") as the same become due and payable, and the Bank is desirous of acting as such agent; and WHEREAS, the Ferry District is desirous of appointing the Bank as accounting and cremation agent for the purpose of auditing and disposing of said Bonds and coupons and rendering periodic accounting to the Ferry District with respect to payments made thereon, and the Bank is desirous of acting as such agent. NOW, THEREFORE, The Parties Agree As Follows: 1) The bank is hereby appointed paying agent for the purpose of and with authority to pay the principal of, and the coupons for interest appertaining to the Bonds, which shall become due on or after and the Bank accepts such appointment. 2) The Bank is hereby appointed accounting and cremation agent for the purpose of and with authority to cremate all bonds and coupons paid by it and to render to the Ferry District periodic accountings and certificates with respect thereto as set forth herein and the Bank accepts such appointment. 3) 'rhe Ferry District will deposit with the Bank prior to each maturity date for principal and/or interest on the Bonds, cash in amount sufficient to pay such maturing installment(s) of principal and/or interest. All principal and interest on the Bonds paid by the Bank shall be charged against the cash so deposited; provided, however, that the Bank shall have no obligation to pay any principal or intnrest for which no deposit has been made by the Ferry District. 4) All obligations for principal and interest on the Bonds paid by the Bank shall be cancelled. The Bank shall prepare and deliver to the Ferry District monthly statements showing the obligations paid during each month and the cash account activity. 5) As of December 31st each year the bank will prepare and deliver to the Ferry District a Summary Statement of Activity, a sample of which is attached, showing all bonds and coupons paid by the Bank during the calendar year. Copies of said statements will be retained with the cancelled obligations to be used as exhibits to the cremation certificate recorded at the time of destruction of said obligations. 6) Said cancelled obligations shall be held in custody by the Bank for such period of time (not exceeding thirty months) as may be required for all necessars~ audits to be completed. During such period said obligations will be available during regular banking hours for inspection or audit by an authorized representative of the Ferry District. Upon completion of all required audits thereof by public officials having jurisdiction, the Bank will destroy said obligations by burning or shredding and will execute and deliver to the Ferry District certificates evidencing such destruction. 7) The Bank shall process applications for payment of lost, stolen, destroyed or mutilated bonds and coupons in accordance with the written instructions of the Ferry District. 8) For services of the Bank as Paying, Accounting and Cremation Agent, the Ferry District shall pay the Bank such sums as are agreed upon from time to time and as set forth on a "Schedule of Charges" duly executed by authorized officials of the Ferry District and the Bank. Said Schedule of Charges is hereby incorporated and made part of this Agreement. Payment shall be made by the Ferry District to the Bank within 30 days of the Bank rendering a statement to the Ferry District for payment. 9) The bank shall not be liable for its acts or omissions hereunder except for actual losses, if any, which are suffered by and are proximately caused by the banks gross negligence or willful misconduct. 10) This Agreement shall continue for such period of time as prescribed or authorized by the applicable laws of New York State, unless sooner terminated as hereinafter set forth. 11) At the expiration of such period, this Agreement shall be automatically renewed for the maximum period of time as prescribed or authorized by the laws of New York State in effect at the time of such renewal and shall continue in full force and effect unless on or before thirty (30) days before the expiration of said period, one party gives to the other party written notice of its desire to terminate this Agreement upon expiration of such period. Upon such renewal the parties shall execute such documents as may be required by law in connection with the renewal. 121) Notwithstanding the foregoing, this agreement may be terminated by either party upon the giving of thirty (30) days written notice to the other. 1311 This Agreement inures to and is binding upon the successors and assigns of the parties hereto, incorporates the entire under- standing of the parties, may be modified only in writing, and is governed by the laws of the State of New York. All disputes arising out of this agreement shall be tried to a judge sitting without a jury. 14) This Agreement may be amended as authorized by the laws of New York State. Any amendment shall be duly executed in accordance with the laws of New York State. I~' WITNESS WHEREOF, the parties hereto have cansed this Agreement to be executed in their corporate names and their respective corporate seals to be affixed, as of the day and year first above written. ATTEST: /u/u/u/u/u/u/u/u/u~/Judith T. Terry Southold Town Clerk ATTEST: THE NORTH FORK BANK & TRUST COMPANY By: /.: ~ J ~rust Officer (Seal) JUDITH T. TERRY TOWN CLERK REGISTRAR OF VITAL STATISTICS OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD Town Hall, 53095 Main Road P.O, Box 1179 Southold, New York 11971 TELEPHONE (516) 765-1801 October 7, 1987 Joseh H. Gibbons Vice President & Trust Officer The North Fork Bank & Trust Co. Mattituck, New York 11952 Dear Mr. Gibbons: Transmitted herewith is the executed agreement with respect to The North Fork Bank & Trust Company as Paying Agent for the $589,000 Town of Southold (Fishers Island Ferry District) bonds, 5.90%, dated 8/1/77, due 2/1/97. Very truly yours, Judith T. Terry Southold Town Clerk Enclosure cc: Accounting F.I. Ferry Dist. .JUDITH T. TERRY T O '~/N CLERK OFFICE OF THE TOWN CLERK TOWN OF SOUTHOLD Town Hall, 53095 Main Road P.O. Box 1179 Southold, New York 11971 TELEPHONE (5]6) 765-1801 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION WAS ADOPTED BY THE SOUTHOLD TOWN BOARD AT A REGULAR MEETING HELD ON OCTOBER 6, 1987: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Francis J. Murphy to execute an agreement between the Town, on behalf of the Fishers Island Ferry District, and The North Fork Bank & Trust Company, appointing the bank as the paying agent for the purpose of and with authority to pay the principal of, and the coupons for interest appertaining to the $589,000 Serial Bonds, 5.90%, dated 8/1/77, due 2/1/97, for the purchase of the new ferry - Munnatawket. ~-/ Judith T. Terry c~/ - Southold Town Clerk October 7, :1987 NORTH FORI( B&NI( TOWN OF SOU'[HOLD /~CCOUNTING & FINANCE Bi:PT September 25, 1987 Fishers Island Ferry District Mr. Francis J. Murphy, Supervisor Town of Southold, Townhall Southold, NY 11971 Re: $589,000 Town of Southold (Fishers Island Ferry District) bonds, 5.90%, dtd 8/1/77, due 2/1/97 Dear Mr. Murphy: As you are aware we ]lave been acting as Paying Agent for the bond issue referenced above. We have not actually been operating under a formal agreement, however., and this omission has caused our auditors as well as the FDIC and New York State Banking Department to require appropriate documentation to define our respective responsibilities. Accordingly £ am enclosing an Agreement which, if acceptable, I would ask you to have executed by a duly authorized official. Please feel free to call me at any time should you have any questions. Very truly Ypurs, / ,~oseph FI. GibBons JHG/db Enclosure NOi T --I FOP, I< B8NI September 30, 1987 Fisher Island Ferry District Mr. Francis J. Murphy, Supervisor Town of Southold, Townhall Southold, NY 11971 Dear Mr. Murphy: Would you please replace the enclosed as the last page of the agreement we sent to you on September 25, 1987. The seal placed on the last page which we previously sent was the wrong seal. Sorry for any inconvenience this may have caused you. JHG/db Enclosure Sincerely, / JoSeph H. Gibbons Vice President & Trust Officer March 22, 1988 Mr. Francis J. Murphy, Supervisor Fisher Island Ferry District Main Road, To~m of $outhold Southold, NY 11971 Dear Mr. Murphy: With respect to the Corporate Paying Agency Agreement, I am enclosing a retyped page 2 which should be inserted as a replacemen~ to the current page 2. The only changes were the substitution of the word "obligation" for "objection" in paragraph 3 (line 6 of said paragraptO and in p~ragraph 4 the addition of the word "and" (in the last line of the paragraph) between the words "month" and "the cash account activity"~ Sincerely, ~oseph H. Gibbons Vice President & Trust Officer JHG/db enclosure 3) The ~r~ District will deposit with the Bank prior to each maturity date f~principal and/or interest on the Bonds, cash in Bank shall be charged ~ainst the cash so deposited; provided, however, that the Bank shall have, no objection to pay any principal or interest for which no deposit has t~en made by the Ferry District. 4) Ali obligations lo,principal and interest on the Bonds paid by the Bank shall be cancelle~. The Bank shall prepare and deliver to \ the Ferry District monthly stat~ents showing the obligations paid durlng each month the cash accoun~.activdty. 51) As of December 3]st each yX~xar the bank will prepare and deliver to the Ferry District a Sun~a~y Statement of Activity, a sample of which is attached, showing all bonds\and coupons paid by the Bank during the calendar year. Copies of sai~tatements will be retained with the cancelled obligations to be used a~ exhibits to the cremation certificate recorded at the time of destruction of said obligations. 611 Said cancelled obligations shall be he[~ in custody by the Bank for such period of time (not exceeding thirt~months) as may be required for all necessary' audits to be completed. XXl~uring such period said obligations will be svailable during regular ban~ng hours for inspection or audit by an authorized representative of t~e Ferry District. Upon completion of all required audits thereof b~ public officials having jurisdiction, the Bank will destroy said o~igations by burning or shredding and will execute and deliver to the F~.rry District certificates evidencing such destruction. E.~TRACT OF MINUTES Meeting of the Town Board of the Town of in the County of Suffolk, New York AUGUST 9 , 1977 A regular meeting Southold, in the County of Suffolk, New York, office of the Supervisor, 53095 Main Street, on August 9., 1977, at 3:00 o'clock p_.M. (D.S.T.) There were present: Councilmen: Southold, of the Town Board of the Town of was held Southold, Hon. Louis M. Demarestr Deputy Supervisor~ and James H. Rich, Jr. James Homan at the New York, Town Justices: MaRtin Surer Francis T. Doyen There were absent: Hon. Albert M. Martocchia, Supervisor Also present: Judith T. Terry, Town Clerk Robert W. Tasker~ Town Attorney Justice Francis T. Doyen tion and moved its adoption: offered the following resolu- RE~'DiLUTION OF THE TOWN OF SOUTHOLD, NEW YORK, ADOPTED AU([~UST --9__, 1977, DESIGNATING THE DEPUTY SUPERVISOR OF SAID TOWN TO EXECUTE THE $589,000 FISHERS ISLAND FERRY DISTRICT SERIAL BONDS-1977 OF SAID TOWN AND THE COUPONS THEREFOR, DATED AUGUST 1, 1977, IN LIEU OF THE SUPERVISOR, WHO HAS BEEN TAKEN ILL AND WILL BE UNABLE TO PERFORM SUCH DUTIES. RESOLVED BY THE TO~ BOARD OF THE TOWN OF SOUTHOLD, IN THE COUNTY OF SUFFOLK, NEW YORK, AS FOLLOWS: Section 1. Supplementing the Certificate of Determination executed by the Supervisor of the Town of Southold (the "Town"), in the County of Suffolk, New York, on July 19, 1977, setting out certain details in connection with the terms, form, sale and issu- ance of $589,000 Fishers Island Ferry District Serial Bonds-1977 of the Town (the "Bonds"), dated August 1~ 1977, and as more particularly described therein, including reference to and cita- tion of the bond resolution adopted by the Town Board on January 11, 1977 therefor, i~ is hereby determined that Louis M. Demarest, the Deputy Supervisor of the Town, is designated to execute the Bonds on behalf of the Town and, by his facsimile signature, exe- cute the coupons therefor, in lieu of such execution by Albert M. Martocchia~ the Supervisor of ~he Town, who has been taken ill and will be unable to perform such duties. Section 2. The action of the Deputy Supervisor in executing the Certificate of Award on August 2, 1977 with respect to award- ing the Bonds and determining the interest rate therefor, in the absence of the Supervisor, is hereby ratified and confirmed. Section 3. This resolution shall take effect immediately. The adoption of the foregoing resolution was seconded by Justice Martin Suter which resulted as follows: and duly put to a vote on roll call, AYES: Deputy Supervisor Louis M. Demarest Councilman James H. Rich, Jr. Councilman James Homan Justice Martin Suter Justice Francis T. Doyen NOES: None The resolution was declared adopted. General - No Veto ?/i/71 CERTIFICATE I, JUDITH T. TERRY, ~ounty of Suffolk, State of New York Town clerk of the Town of Southold, in the · HEREBY CERTIFY that the foregoing annexed extract from the minutes of a meeting of the of said Town of Southold duly called and held on AUGUST 9 , 197~ Town Board _ , has been compared by me with the original minutes as officially recorded in my office irt the Minute Book of said Town Board and is a true, complete and correct copy thereof and of the whole of said original minutes so far as the same relate to the subject matters referred to in said extract. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of said Town of Southold this ~ day of August . 1977. (Se~l) Town C ler~r~ DE~T £ER¥ICE S~E~U~E TOWN OP SOUTHOLD, SUFFOLK COUN'i]', XE~W YORK FISHERS ISLAND FERRY DISTRICT SERIAL BONDS-1977 6589,000 @ 5.9o% Bonds Dated: August 1, 1977 L~$t Maturit72~ February 1, 1997 Date o~ Sale: August 2, 1977 Paying Agents: The North Fork Bank & Trust Company, 5outhold, New York Manufacturers Hanover Trust Company, New Yo~'k, New York Fiscal Year Bonds Outstand- Ending ing Beginning Dec. 31st. of Fiscal Year 1978 $ -- . 1979 589,q00 1980 565,000 Principal 1st Interest 2nd Interest Total Due Payment Due Payment Due Principal February 1st. February 1st. August ]st. & Interest $ -- $ 17,375.50 z $ 17,375.50~- $ 34,75].00 ~2~,000 l~,37~.~J .16,667.50 ......... _5~,043.00__ 25,000 16,667.50 15,930.00 57,597.50 ___!~! ...... 5~0,000 .... 25,000_ _ 1!,9Bo.00 1982 1~3~ 1984 1985 1986 1987 1988 1989 1990 1991 1992 ]993 1994 1995 1996 ].997 515,000 25,000 ..... 15,192;50~ 490,000~___ 2~,O0o .... 14,455.00 465,000 25,000 440,000 30,000 410,000 30,000 380,000 30,000 350,000 35,000 315 o00 35,000 280.o00 35,000 245~000 35,000 210 000 35,000 175.000 35,000 140.000 35,000 i05.000 35,000 70,000 35,000 35,000 35,000 13,717.50 12,980.00 12,095.00 11,210.00 10,325.00 9,292.50 8,260.00 7,227.50 6,195.00 5,162.50 4,13o.o0 3,097.50 2,065.0o 1,032.50 13,717.50 12,980.00 12,095.00 11,210.00 10,325.00 9,292.50 8,260.00 7,227.50 6,195.00 5,162.50 4,130.00 3,097.50 2,065.00 1,0~_.50 15,192.50 56,122.50 14,455.0o - -]--54,647.50 53,172.50 51,697.50 55,075.00 53,305.00 51,535.00 54,617.50 52,552.50 50,487.50 48,422.50 46,357.50 44,292.50 42,227.50 40,162.50 38,097.50 36,032.50 $979,i96.50 Totals $589~000 $203,786.00 $186,410.50 JUN 1 5 1978 ~4 June ~978 2303 Supervisor o£ Town of Southhold 53095 Main Road South~old, New York ~1971 Attention: Mr. Albert Martocchia Gentlemen: As Technical Representatives of the Fishers Isl~ud Ferry District we can state that the ferry, "MUNNATA~ETn is acceptable to us and that the final payment requiredunder the contract is properly due. This is subject, of course, to the fact that any corrections required within the six month guarantee period should be taken care of by the ship- yard, or the m~ufacturers of equipment, as the case might dictate. Very truly yo~Lrs, , SPARKMAN &STEPHENS, INC. G. Gilbert Wyland GGW: cc: Mr. R. Doyen Mr. Sinclair The North Fork Bank &Trust Company Mattituck, New York 11952 January 17, 1978 Mrs. Judith T. Terry Town Clerk Town of Southold Southold, New York 11971 RE: Fishers Island Ferry District Bond Issue (1977! Dear Mrs. Terry, This is to advise you that by January 26, 1978 there is due this office the sum of $17,375.50 which represents interest due on the above issue as of February 1, 1978. You will be billed at a later date for the collection charges in connection with this matter. Very truly yours, _x, JoSh O. Ashton ~-%~ce President & Trust Officer JOA:mr JUDITH T. TERRy '[OWN CLERK REGISTRAR OF VITAL STATISTICS TELEPHONE (516) 765-1801 Wilfred Sinclai~ Fishers Island Ferry District Fishers Island, New York 06390 Dear Will: Enclosed herewith, please new ferry vessel. JTT/bn September 30, 1977 find copy of all papers pertaining to Yours truly, Town Clerk Fishers Island Ferry District FISHERS ISLAND, NEW YORK 06390 WILFREO C. ~INCLAIR September 27, 1977 Mrs. Judith Terry Town Clerk Town of Southold 53095 Main Road Southold, New York 11971 Dear Judy: Jean at the Supervisor's office said that I should send you the executed contract for the construction of a double screw, 132 foot vehicular ferry vessel for the Fishers Island Ferry Distrlct as well as the Bid Bond and the proposal thereon. trust this is the desired information. Enclosures Sinc ~1¥, W. . Sinc air, A STOCK COMPanY -- ESTABLISHED 1890 HOME OFFICE OF MARYLAND BID BOND KNOW ALL MEN BY THESE PRESENTS: That we, --Blount l~Iar:la~ .Cort:~raJr~on~..~gl~on..~l%°c219.~.l~nd ............................ ............................................................... , as Principal, (hereinafter called the "Principal"), aud the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, of Baltimore, Maryland, a corporation duly organized under the laws of the State of Maryland, as Surety, (hereinafter called the "Surety"), are held and firmly bound unto ............ 51~e..Fish~s...Island..Fm2rlr. Dist,ria~, ~ishe~$ I~!an~,_ _Sgffg~..~.9~',...~l._o~_..~9?.k ............................................. as Obligee, (hereinafter called the "Obllgee"), in the sum of-Five -tttlr~r~l..~l.-OO/100 .... Dollars ($ ..5~a.(~ .......... ), for the payment of which sum well and trul>--I,,'to be made, the said Priuclpal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted a bid for 0.f 'griple s.c f_ .... ......... fern- ves~l. - ................................................................................................................ NOW, THEREFORE, if the Obligee shall accept the bid of the Principal and the Principal shall enter into a contract with the Obligee ill accordance with the terms of such bid and give such bond or bonds as may be specified in the bidding or contract documents with good and sufficient surety for the faithful performance of such contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the event of the failure of the Principal to enter into such contract and give such bond or bouds, if the Principal shall pay to the Obligee the dilterence not to exceed the peualty hereof between the amount specified in said bid and such larger amount for which the Obligee may in good faith contract with another party to perform the work covered by said bid, rhea this obligation shall be null and void, otherwise to remaiu in full force aud effect. Signed and sealed this .................................... llth ...... day of _ .. J~ ............................. Am. 19 ]~7 .... FIDELITY AND DEPOSIT COMPANY OF MARYLAND ~ .~.-, Jurety ' - ' W*tness/ C325d--g2M, 186093 Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND HOME OFFICZh BALtiMORE, MD. KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corpora- tion of the State of Maryland, by PAUL d o PLUNKETT , Vice-President, and F. Ro NAGLE Assistant Secretary, in pursuance of authority granted by Article VI, Section 2, of the By-Laws of said ComJ pany, which reads as follows: "The President, or any one of the Executive Vice-Presidents, or any one of the additional Vice-Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Sec- retary or any one of the Assistant Secretaries, to appoint Resident Vice-Presidents, Resident Assistant Secretaries and Attorneys- in-Fact as the busluess of the Company may require or to authorize any person or persons to execute on behalf of the Company any bonds, undertakings, recognizances, stipu]atlons, policies~ contracts, agreements, deeds, and releases and assignments of judgments, decrees, mortgages and instruments in the nature o1 mortgages and also a,!l other instruments and documents which the business of the Company may require, and to affix the seal of the Company thereto. does hereby nominate, constitute and appoint Charles Fo Sheehan, Mae M. Burdon and Mildred L. Clarke, all of Providence, Rhode Island, EACH its true and lawful agent and Attorney-in-Fact, to make, execute, seal and de~iver, for, and on its behalf as surety, and as its act and deed:any and all bonds and undertakings ................... A"ffd-i'h'~ee execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Company, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the Company at its office in Baltimore, Md., in their own proper persons. ThLs power of actorney revokes that. issued on behalf of Charles F. Sheehan and Mae M. Burdon, dated July 2, 1971. The said Assistant Secretary does hereby certify that the aforegoing is a true copy of Article VI, Section 2, of the By-Laws of said Company, and is now in force. IN WITNESS WHERBOF, the said Vice-President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this .................... 2bY. h ............................... day of ........................ E~hr_uar.y .................. A.D. 19..2_2.... ATTEST: FIDELITY AND DEPOSIT COMPANY OF MARYLAND (SIGNED) ............................................. F....R~..~,GJ~E ................... By ........................................... .P. A ¢: :~....4..___ .P_..L...U~.. ~ _T_._T. ..... (SEAL) Assistant Secretary Vice-Pres{dent STATE OF MARYLAND ) CITY OF BALTIMORE ~ ss: On this 24th day of February , A.D. 19 72 before the subscriber a Notary Public of the State of Mary and, n and-for the Cty of Bait more, duly commissioned and qualified, came the above-named Vice-President and Assistant Secretary of the FU)ELIT¥ AND DEPOSZT COraPAi~¥ OF MARYLAND to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal, at the City of Baltimore, the day and year first above written. (SIGNED) .................................. _]~_ _~__ l~g., _~. ~ _ _ .~.1~..R~_ _ .~ ................... (SEAL) Notary Public Commission Expires...,J.~.~._._l.~....1..9.__7/4 CERTIHCATE I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the original Power of Attorney of which the foregoing is a full, true and correct copy, is in full force and effect on the date of this certificate; and do further certify that the Vice-President who executed the said Power of Attorney was one of the additional Vice-Presidents spe- cially authorized bythe Board of Directors to appoint any Attorney-in-Fact as provided in Article VI, Section 2 of the By-Laws of the FIDELITY AND DEI'OSIT COMPANY OF MARYLAND. This Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 16th day of July, 1969. RESOLVED: "That the facsimile or mechanically reproduced signature of any Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney,!ssued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company, this .............................. ~l-l-'~ ................... day of......_~[llr~ ........................................... 19......~.7 ................................................. :.z.. _:.. ~.~z.~: ~.~_ ~: .:_.....~.~ .~.. ..... L14lo--Ctf. ~ssista~t SeCretary