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HomeMy WebLinkAboutContracts & Agreements_183-2016 PUBLIC WORKS CONSTRUCTION CONTRACT This Public Works Construction contract ("Contract") made and entered into this 6`h day of September, 2016, by and between the City of Redlands, a municipal corporation organized and existing under the laws of the State of California, (hereinafter "City"), and Fisher Contractor, Incorporated (hereinafter "Contractor"). City and Contractor are sometimes individually referred to herein as a"Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK: Contractor shall furnish all materials and perforin all of the work for the following: WASTEWATER TREATMENT PLANT, HINCKLEY WATER TREATMENT PLANT, AND HIGHLAND AVENUE WATER COMPLEX (HAWC) ROOFING REPAIRS PROJECT, Project No. 71266, 73414, complete all items as required by the Contract Documents (as herein defined) and Specifications for City's WASTEWATER TREATMENT PLANT, HINCKLEY WATER TREATMENT PLANT, AND HIGHLAND AVENUE WATER COMPLEX (HAWC) ROOFING REPAIRS PROJECT, Project No. 71266, 73414. 2. THE CONTRACT SUM: City shall pay Contractor the sum of$159,352.00 as consideration for its perfonnance of the Work in accordance with the teens and conditions set forth in the Contract Documents. Pursuant to Public Contract Code Section 22300, Contractor has the option to deposit securities with an escrow agent as a substitute for retention of earnings requirement to be withheld by City pursuant to an escrow agreement as set forth in the Public Contract Code Section 22300. 3. TIME FOR COMPLETION: The Work shall be completed within 45 calendar days from and after the date of the delivery to Contractor of a written Notice to Proceed by City. 4. LIQUIDATED DAMAGES: Contractor's failure to complete the work within the time allowed will result in damages being sustained by City. Such damages are, and will continue to be, impracticable and extremely difficult to determine. Accordingly, Contractor shall pay to City, or have withheld from monies due to Contractor, the sum of$500 for each consecutive calendar day in excess of the specified time for completion of Work. Execution of the Contract shall constitute agreement by City and Contractor that $500 per day is the estimated damage to City caused by the failure of the Contractor to complete the Work within the allowed time. Such sum is for liquidated damages and shall not be construed as a penalty, and may be deducted from payments due Contractor if such delay occurs. 5. CONTRACT DOCUMENTS: This Contract includes all of the Contract documents set forth herein, to wit; Notice Inviting Bids, Instructions to Bidders, Contractor's Proposal, Bid Bond, Agreement, Performance Bond, Labor and Material Bond, Plans, General Conditions, General Requirements, Technical Specifications, and any addenda thereto. 6. ATTORNEYS' FEES: In the event any legal action is commenced to enforce or interpret the ternis or conditions of the Contract documents, the prevailing Party in such action, in addition to any costs and other relief, shall be entitled to recover its reasonable attorneys' fees, including fees for use of in-house counsel by a Party. CD 1 7. RESOLUTION OF CONSTRUCTION CLAIMS: Claims by Contractor in the amount of $375,000 or less shall be made by Contractor and processed by the City pursuant to the provisions of Part 3, Chapter 1, Article 1.5 of the Public Contract Code (commencing with Section 20104). All claims shall be in writing and include the documents necessary to substantiate the claim. Nothing in subdivision (a) of Public Contract Code Section 20104.2 shall extend the time limit or supersede the notice requirements provided in this case from filing claims by Contractor. 8. ELIGIBILITY OF CONTRACTOR/SUBCONTRACTOR: Contractor and all of its subcontractors shall abide by California Public Contract Code, Section 6109, and California Labor Code Sections 1777.1 and/or 1777.7, and certify that they are not debarred and are eligible to work on this project. 9. ASSIGNMENT OF AGREEMENT: No assignment by a Party of any rights or interests under this Contract shall be binding on another Party without the written consent of the Party sought to be bound. 10. SUCCESSORS AND ASSIGNS: City and Contractor each binds itself and their respective successors and assigns in respect to all covenants, agreements, and obligations contained in the Contract Documents, 11. SEVERABILITY: Any provision or part of the Contract documents held to be void or unenforceable under any law or regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon City and Contractor. CD 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. City of Redlands (SEAL) (Owner) Mayor, City of Redlands, County of San Bernardino, California ATTEST,, City Cletlk]-C.ify of Redlands County of San Bernardino, California (SEAL) Name of Contractor By: �- Silnature&rAuthorized Agent Title Signature of Authorized Agent (if necessary) Title Contractor's License No. CD 3 WORKER'S COMPENSATION INSURANCE CERTIFICATION Description of Contract: City of Redlands Municipal Utilities &Engineering Department WASTEWATER TREATMENT PLANT, HINCKLEY WATER TREATMENT PLANT, AND HIGHLAND AVENUE WATER COMPLEX (HAWC) ROOFING REPAIRS PROJECT, Project No. 71266, 73414 Labor Code, Section 3700,provides, in part that: "Every employer except the State shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation in one or more insurer duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations a certificate of consent to self- insure, elfinsure, either as an individual employer, or as one employer in a group of employers which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees. I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for worker's compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract. (Labor Code section 1861) Dated this Z-0 day of , 2016. SES - Cor► IC (Contractor) (Signature) (Official Title) (SEAL) (Labor Code Section 1861 provides that the above certificate must be signed and filed by the Contractor with the Owner prior to performing the work of the contract.) CD 4 BOND NO.71827214 BOND PREMIUM IS$4,806.00 WHICH IS SUBJECT TO CHANGE BASED ON FINAL CONTRACT PRICE BOND ISSUED IN DUPLICATE FAITHFUL PERFORMANCE BOND Whereas, the City of Redlands ("City"), State of California, and Fisher Contractor, Incorporated (hereinafter designated as "Principal") have entered into an agreement dated September 6, 2016 ("Agreement") whereby Principal agrees to install and complete certain public improvements (the "Work"), which said Agreement is identified as WASTEWATER TREATMENT PLANT,HINCKLEY WATER TREATMENT PLANT,AND HIGHLAND AVENUE WATER COMPLEX (HAWC) ROOFING REPAIRS PROJECT, Project No. 71266, 73414 and is hereby referred to and made a part hereof; and Whereas, said Principal is required under the terms of the Agreement to furnish a bond for the faithful performance of the Agreement, now, therefore, we, the Principal and Western Surety Company , as Surety, are held and firmly bound unto the City in the penal sum of one hundred fifty nine thousand three hundred fifty two dollars and zero cents (S 159,352.00) lawful money of the United States, for the payment of which sum we bind ourselves, and our heirs;successors, executors and administrators,jointly and severally,firmly by these presents. The condition of this obligation is such that if the above bounded Principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Agreement and any alteration thereof made as therein provided, on his or its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall faithfully fulfill the one-year guarantee of all materials and workmanship, and shall defend,indemnify and save harmless the City and its elected officials, officers, agents and employees,as therein stipulated,then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in successfully enforcing such obligations, all to be taxed as costs and included in the judgment rendered. As a condition precedent to the satisfactory completion of the Agreement, the above obligation shall hold good for a period of one (1) year or longer if required by the Agreement after the acceptance of the work by the City,during which time if the Principal shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage made evident during this period from the date of completion of the Work, and resulting from or caused by defective materials or faulty workmanship, the above obligation in penal sum thereof shall remain in full force and effect. The obligations of Surety hereunder shall continue so long as any obligation of the Principal remains. Whenever the Principal shall be, and is declared by the City to be, in default under the Agreement,the City having performed the City obligations thereunder, the Surety shall promptly remedy the default,or shall promptly, at the City's option: 1. Complete the Agreement in accordance with its terms and conditions; or 2. Obtain a bid or bids for completing the Agreement in accordance with its terms and conditions, and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a contract between such bidder and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Work less the balance of the CD 5 Agreement price, but not exceeding, including other costs and damages for which Surety may be liable hereunder, the amount set forth above. The term "balance of the Agreement price," as used in this paragraph, shall mean the total amount payable to the Principal by the City under the Agreement and any modifications thereto:, less the amount previously property paid by the City to the Principal. Surety expressly agrees that the City inay reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Principal. Surety shall not UtiliZC the Principal in completing the Agreement nor shall Surety accept a bid frorn the Principal for completion of the Work if the City, when declaring the Principal in default, notifies Surety of the City's objection to the Principal's further participation in the completion of the Work. No right of action shall accrue on the bond to or for the use of any person or corporation other than the City named herein or the successors or assigns of the City. Any suit under this bond must be instituted within the applicable:statute of limitations period. The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Agreement or to the work to be performed thereunder or the Specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the work or to the specifications. No final settlement between the City and the Principal shall abridge the right of any beneficiary hereunder whose clairn may be unsatisfied. The Principal and Surety agree that if the City is required to engage the services of any attorney in connection with the enforcement of this bond, each shall pay the City's reasonable attorneys' fees incurred, with or without suit, in addition to the above sum. In witness whereof, this instrument has been duly executed by the Principal and Surety above named,on Septqmber 14 2016. SEAL) EAL) Fisher V$ptractor,J1,nd. ( Z, Western Surety Company contractor) (Surety) BY: nn T. Mullick, e Alto ey-in-Fact Street, 57 Address: 10 Reid Street,Suite 300 (Seal and Notarial Acknowledgement of Surety) Oux Falls,SD 57103-7046 Telepho 800 ) 331 -6059 CD 6 CALIFORNIAL ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the C ocument to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. p STATE OF CALIFORNIA County of Orange On _September 14, 2016 before me,_._Christine T. iioang_ Notary public, Date Insert Narme of Notary exactly as it appears on the offs ual seal personally appeared YuncT 14lullic _ ___ Name(s)of Sgner(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity('ies), and that by his/her/their signature(s) on the instrument the CHRISTINE TINE I HOANG person(s), or the entity upon behalf of which the person(s) ` aCO, '2{ acted, executed the instrument. '. a NOTARYPUULIC:V1WORNIA ` t Of ORANGE COUNTY I certify under PENALTY OF PERJURY under the laws of YCOMM,FXp"FED 2 017 the state of California that the foregoing paragraph is true and correct. Witness my nd arab Icial se �"Jw __.. Signature _ Place Notary Seal Above Sirina ire of(VaY r°y Public Christine T. Hoang' _ OPTIONAL Though the information below is not required by law it mayprove valuable to persons relying on the document and could prevent'fraudulent removal anti reattachment of the farm to another document. Description of AttaGhed Document Title or Type of Document: Performance Bond#71827214; Issued in Duplicate Document Date: September 14,_ 016_ __� Number of Fages:.2 Signer(s) Other Than Named Above: None _ Capacity(ie )Claimed by Signer(s) Signer's Name: Yuilg T. Mullick Signer's Name: ® Individual ❑ lndividual I ❑ Corporate Officer—Titl'e(s):� ❑ Corporate Officer—Title(s): ❑ partner D Limited ❑GeneralMthumb Elpartner El Limited El General Attorney in Fact Attorney in Fact 'of Trustee ❑ TrusteeGuardian or Conservator Top ofhere E] Guardian or Conservator Top thumb here ❑ Other: ❑ Other: Signer is representing: Signer is Representing: Western Surety Gompalty Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents,"that WESTERN SURE'T'Y COMPANY,a South Dakota corporation,is a duly organized and existing corporation having its principal office in the City of Sioux Falls,and State of South Dakota,and that it does by virtue of the signature and seal herein affixed hereby make,constitute and appoint James W Moilanen,Yung T Mullick, Christine Hoang,Terah Johnston,Individually Of Mission Viejo,CA,its true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign,seal and execute for and on its behalf bonds,undertakings and other obligatory instruments of similar nature - In Unlimited Amounts- and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney,pursuant to the authority hereby given,are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof,duly adopted,as indicated,by the shareholders of the corporation. In Witness Whereof,WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 22nd day of January,2016. k WESTERN SURETY COMPANY �E7} QRQra� ICY s�ti���a4 aul T.Bruflat,Vice President State of South Dakota County of Minuehaha ss On this 22nd day of January,2016,before me personally came Paul T.Bruflat,to me known,who,being by me duly sworn,did depose and say: that he resides in the City of Sioux Falls,State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument;that he knows the seal of said corporation;that the seat affixed to the said instrument is such corporate seal;that it was so affixed pursuant to authority givers by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority,and acknowledges same to be the act and deed of said corporation. My comrnission expires labI M'"' NVfARYR119L1C 7 J, June 23,2021 801"'Ri1 T_.S J.Mohr,Notary Public CERTIFICATE 1,L.Nelson,Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force,and further certify that the By-Law of the corporation 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 corporation this 14 day of September 2016 , er}c WESTERN SURETY COMPANY r+cf mat ^bkN„W.af Y L Nelson,Assistant Secretary Form F4290-7-2012 Authorizing By-Law ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMPANY This Power of Attorney is made and executed pursuant to and by authority of the fol lowing By-Law duly adopted by the shareholders of the Company. Section 7. All bonds, policies, undertakings, Powers of Attorney, or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, and Assistant Secretary,Treasurer,or any Vice President, or by such other officers as the Board of Directors may authorize. The President,any Vice President, Secretary,any Assistant Secretary,or the Treasurer may appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies,or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds,policies,undertakings, Powers of Attorney or other obligations of the corporation, The signature of any such officer and the corporate seal may be printed by facsimile. BOND NO,71827214 BOND PREMIUM INCLUDED IN PERFORMANCE BOND BOND ISSUED IN DUPLICATE LABOR AND MATERIAL BOND Whereas, the City Council of the City of Redlands, State of California, and Fisher Contractor, Incorporated (hereinafter designated as "Principal") have entered into an agreement (the "Agreement") whereby Principal agrees to install and complete certain designated public improvements (the"Work"), which said agreement, dated September 6, 2016, and identified as WASTEWATER TREATMENT PLANT, HINCKLEY WATER TREATMENT PLANT, AND HIGHLAND AVENUE WATER COMPLEX (HAWC) ROOFING REPAIRS PROJECT,Project No. 71366,73414 is hereby referred to and made a part hereof; and Whereas, under the terms of the Agreement, Principal is required before commending the performance of the Work,to file a good and sufficient Labor and Material bond with the City of Redlands to secure the claims to which reference is made in Title 3 (commencing with Section 9550)of Part 6 of Division 4 of the Civil Code of the State of California. Now, therefore, said Principal and the undersigned as corporate surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material men and other persons employed in the performance of the Agreement and referred to in the aforesaid Code of Civil Procedure in the sum one hundred fifty nine thousand three hundred fifty two dollars and zero cents (S 159,352.00) for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to such work or labor, that said surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in successfully enforcing such obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered. It is hereby expressly stipulated and agreed that this bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Title 3 (commencing with Section 9550) of Part 6 of Division 4 of the Civil Code, so as to give aright of action to them or their assigns in any suit brought upon this bond. Should the condition of this bond be fully performed, then this obligation shall become null and void,otherwise it shall be and remain in full force and effect. The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the tenns of the Agreement or the specifications accompanying the same shall in any manner affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition. CD 7 In witness whereof, this instrument has been duly executed by the Principal and surety above named, on September 14 201 (SEAL) (SEAL) Fisher CoAractor,Inc. Western Surqj*,,Company actor) (Surct7) Y y B14ung T. MuHick, (Signature) (S iin—aturAttorney-in-Fact Address: 01 S. Reid Street,tite 300 (Ss al Notarial Acknow1cdgernent of Surety) Sioux Falls,SD 57103-7046 Teleprpine: ( 800 ) 331 -6059 CD 8 CALIFORNIA L- ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA County of Grange On September 14, 2016 before me, Christine T. Hoang _ ..___. _ � , Notary (Public, Date_ nsert Name of Notary exactly as it appears on the official seal personally appeared mYung T. Mullic4cmm Narne(s)of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), ro CHRISTINEI" il �J ' and that by his/her/their signature(s) on the instrument the a I CO M. #2006757 X person(s), or the entity upon behalf of which the person(s) ^'NOTARY PU61•IC°CAUFORNIA X acted, executed the instrument. ORANGE COUNTY CO r.� My COMM,EXR,FEB 5,2011 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph its true and correct. Witness my hanand ofd � I seal " ,/ Signature Place Notary Seai Above Signaturef Notary F blit 11 Christine T. Hoang Tt ONAL Though the information below is not required,by law, it may�rrove valuable to persons retying on .the document and could prevent fraudulent removal and reattacF went of the form to another document. Description of Attached Document Title or Type of Document: Payment Bond #71627214; Issued in Duplicate _ Document Date: September 14 2016 Number of Pages: 2 Signer(s) Other Than NamedAbove: wNorte __ Capacity(ies)Claimed by Signer(s) Signer's Name: _YqnA T. Mullick _ Signer's Name: ❑ Individual ❑ Individual ❑j Corporate Officer---Title(s):� ❑ Corporate Officer --Title(s): ❑ Partner ❑Limited ❑General ` Mthumbhere ElPartner ElLimited❑GeneralAttorney to fact ❑ Attorney in Fact❑ Trustee ❑ Trustee❑ Guardian or Conservator Top of ❑ Guardian or Conservator Top of thumb here ❑, Other: ❑ 'other: Signer is Representing: Signer is Representing: Western Surety, C mpan _ Western SuretyCompany POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY-IN-FACT Know All Men By These Presents,That WESTERN SURETY COMPANY,a South Dakota corporation,is a duly organized and existing corporation having its principal office in the City of Sioux Falls,and State of South Dakota,and that it does by virtue of the signature and seal herein affixed hereby make,constitute and appoint James W Moilanen,Yung T Mullick, Christine Hoang, Terah Johnston,Individually of Mission Viejo,CA,its true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign,seal and execute for and on its behalf bonds,undertakings and other obligatory instruments of similar nature - In Unlimited Amounts- and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney,pursuant to the authority hereby given,are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By-Law printed on the reverse hereof,duly adopted,as indicated,by the shareholders of the corporation. In Witness Whereof,WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 22nd day of January,2010. �Syxerro WESTERN SURETY COMPANY �rs'4aveAq��v ���°�� aul T.Bruflat,Vice Fresident State of South Dakota ss County of Minnebaha On this 22nd day of January,2016,before me personally came Paul T.Bruflat,tome known,who,being by me duly sworn,did depose and say: that he resides in the City of Sioux Falls,State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument;that he knows the seal of said corporation;that the seal affixed to the said instrument is such corporate seal;that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires a. OH" June 23,2021 skOr�AYPIlBLiC'0�i°"x°r"� J.Mohr,Notary Public CERTIFICATE 1,L Nelson,Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force,and further certify that the By-Law of the corporation 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 corporation this 14 day of September 2016 MET';� WESTERN SURETY COMPANY ��$•4¢POQgl��� L,Nelson,Assistant Secretary Farm F4280-7-2012 Authorizing By-Lary ADOPTED BY THE SHAREHOLDERS OF WESTERN SURETY COMPANY This Power of Attorney is made and executed pursuant to and by authority of the fol lowing By-Law duly adopted by the shareholders of the Company. Section 7. All bonds, policies, undertakings, Powers of Attorney, or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary,and Assistant Secretary,Treasurer,or any Vice President,or by such other officers as the Board of Directors may authorize. The President,any Vice President, Secretary,any Assistant Secretary,or the Treasurer may appoint Attorneys in Fact or agents who shall have authority to issue bonds, policies,or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds,policies,undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile.