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HomeMy WebLinkAboutExhibitUPFIT SERVICES UTILIMASTER.SPARTANMOTORS.COM October 11, 2019 Eduardo J. Falcon, CPPB Procurement Contracting Manager City of Miami 444 S.W. 2nd Ave 6th Floor Miami, FL 33130-1910 T: 305-416-1901 F: 305-400-5390 Efalcon@miamigov.com Re: Agreement between City of Miami and Strobes-R-Us, Inc. for Purchase and/or Installation of Municipal Vehicle Equipment Citywide IFB No. 516388(21) (as subsequently amended, the "Agreement") Dear Mr. Falcon: This letter is provided by Spartan Upfit Services, Inc., a Michigan corporation doing business as "Strobes-R-Us" (the "Assignee"), with reference to the Agreement. Effective December 17, 2018, the Assignee purchased substantially all of the assets, and assumed various obligations, of Strobes-R-Us, Inc., a Florida corporation that is now known as Su-R-Seborts, Inc. (the "Assignor"). The Assignor is the original party to the Agreement. In the December 2018 acquisition, the Assignee agreed to assume the obligations of the Assignor under the Agreement. Enclosed with this letter is an Assignment and Assumption of Agreement to be executed by Assignor, Assignee, and the City of Miami to document the City's consent to such assignment. The Assignee is a subsidiary of Spartan Motors, Inc., a Michigan corporation (Nasdaq: SPAR). If you would like more information about Spartan Motors, we would be happy to provide it. Sincerely, Ryan L. Roney Chief Legal Officer of Spartan Motors, Inc. Secretary of Spartan Upfit Services, Inc. Enclosure ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT This Assumption of Contract (Acceptance of Assignment) is entered into , 2019, between the City of Miami, a municipal corporation of the State of Florida ("City"), and Spartan Upfit Services, Inc., a foreign profit corporation authorized to conduct business in Florida ("Assignee"), with its principal place of business at 1541 Reynolds Road, Charlotte, Michigan 48813. RECITALS WHEREAS, on or about August 31, 2017, the City added Su-R-Seborts, Inc., formerly known as Strobes-R-Us, Inc., a Florida profit corporation ("Assignor"), to Invitation for Bid ("IFB") No. 516388 as a qualified vendor to furnish and install Municipal Vehicle Equipment ("Contract"); WHEREAS, the Assignee, has acquired and assumed the Assignor's business interests, rights and responsibilities under the Contract and/or otherwise accepted the assignment of the Contract from the Assignor; WHEREAS, the City will consent to such assignment and assumption upon the terms and conditions herein; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI. TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance of Assignment. 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Assignment of the Contract between the City and Assignor to incorporate the Assignee to the Contract, contingent upon: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Contract to Assignee. (2) Assignee hereby accepts the assignment and/or assumption of the Contract from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation and condition of the Contract, including, but not limited to, each and every responsibility, duty and obligation of Assignor set forth in the Contract, on the date of this assignment and assumption of the Contract. 1 (3) Execution of this Acceptance of Assignment. By execution of this Acceptance of Assignment the Assignee accepts all terms as set forth herein and affirms the authority the authorized signatory, who can and is binding the Assignee to these terms. (4) Execution of this Acceptance of Assignment. By execution of this Acceptance of Assignment the Assignee agrees to the Terms and Conditions and provisions contained in the solicitation and contained herein. 3. NOTICES: All notices or other communications required under this Contract shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other Party at the address indicated herein or to such other address as a Party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO ASSIGNEE: Ryan L. Roney Spartan Upfit Services, Inc. 1541 Reynolds Road Charlotte, MI 48813 TO THE CITY: Emilio T. Gonzalez, Ph.D. City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 With copies to: Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 4. GOVERNING CONDITIONS: Except as otherwise set forth herein, the terms and conditions of the Contract, shall remain in full force and effect between the Parties. In the case of a perceived conflict between the terms of the Contract and this assignment and assumption of the Contract, the terms of this assignment and assumption of the Contract shall govern. 5. The individuals executing this assignment and assumption of the Contract on behalf of Assignor, the Assignee and the City represent that they have full authority to execute this document on behalf of the entity which they represent. 2 IN WITNESS WHEREOF, the provider hereto has caused this instrument to be executed by their respective officials thereunto duly authorized, as of the day and year first above written. ATTES N • e Anne oodman Notary Public of Michigan Eaton County Expires of yj Ar3tirsy in the County of �- "Assignee" Spartan Upfit Services, Inc., a foreign profit corporation authorized to conduct business in Florida By( (; L By: �r Print Name: N! (�Le. (A)r{ii can Print Name: Title:t:1f'v_\fit. Title: 0 (Corporate Seal) ATTES nivL MARY E. DIGIROLAMO Notary Public State of Florida 1; 7j( yk1.- Commission p GG 335423 'dor..?!. My Comm. Expires Jul 28, 2023 Bonded through National Notary Assn, By: -4OlA c L C71641D Print Nam�e:�l l,-l'} 0 (G� Q c'LA-,tiW Title: 1\J () I (Corporate Seal) ATTEST: G.;n t--U^ e , L5aI (l ip "Assignor" Su-R-Seborts, Inc., formerly known as Strobes-R-U a Florida profit corporation By: Inc., Print Name: --1-7;:„iqr Title: Fr- s ,� c 1 I• "City" City of Miami, a Florida municipal corporation By: Todd B. Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez City Attorney 3 Emilio T. Gonzalez, Ph.D., City Manager APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe) [6iregfor Risk Management [department Flodaa Department of Slate Department of State / Division of Corporations / Search Records / Detail By Document Number / DNISION CO<POeATIoNs Detail by FEI/EIN Number Foreign Profit Corporation SPARTAN UPFIT SERVICES, INC. Filing Information Document Number F18000005551 FEI/E1N Number 35-2646349 Date Filed 12/04/2018 State MI Status ACTIVE Principal Address 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Mailing Address 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Officer/Director Detail Name & Address Title D ADAMS, DARYL 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Title DS RONEY, RYAN 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Title P ADAMS, DARYL M 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Title T LONG, MATT 1541 REYNOLDS ROAD CHARLOTTE, MI 48813 Annual Reports No Annual Reports Filed Document Images 121N /2018 — Foreign Profit View image in PDF fcrmat aar,co )e 9rtme^r ,r S ae. c. City of Miami Master Report Resolution R-16-0009 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID #: 15-01594 Enactment Date: 1/14/16 Version: 1 Controlling Office of the City Status: Passed Body: Clerk Title: A RESOLUTION OF THE MIANII CITY COMMISSION ACCEPTING THE BIDS RECEIVED OCTOBER 14, 2015, PURSUANT TO INVITATION FOR BID NO. 516388, FROM DANA SAFETY SUPPLY, INC. AND LESC, INC. D/B/A LAW ENFORCEMENT SUPPLY COMPANY, INC., THE RESPONSIVE AND RESPONSIBLE BIDDERS, FOR THE PURCHASE AND/OR INSTALLATION OF MUNICIPAL VEHICLE EQUIPMENT, ON A CITYWIDE, AS NEEDED CONTRACTUAL BASIS, FOR A PERIOD OF TWO (2) YEARS, WITH THE OPTION TO RENEW FOR THREE (3) ADDITIONAL ONE (1) YEAR PERIODS, ALLOCATING FUNDS FROM THE VARIOUS SOURCES OF FUNDS FROM THE USER DEPARTMENTS AND AGENCIES, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; FURTHER AUTHORIZING ADDITIONAL SUPPLIERS TO BE ADDED TO THE CONTRACT AS DEEMED IN THE BEST INTEREST OF THE CITY OF MIAMI. Reference: Introduced: 12/7/15 Name: Accept Bid - Municipal Vehicle Equipment Requester: Department of General Cost: Final Action: 1/14/16 Services Administration Notes: Sections: Indexes: Attachments: 15-01594 Summary Fom.pdf, 15-01594 Memo - Manager's Approval.pdf, 15-01594 Bid Tabulation.pdf, 15-01594 Bid Response - Dana Safety Supply Inc.pdf, 15-01594 Bid Response - Law Enforcement Supply.pdf, 15-01594 Corporate Detail.pdf, 15-01594 Invitation For Bid.pdf, 15-01594 Legislation.pdf Action History Ver. Acting Body Date Action Sent To Due Date Returned Result 1 Office of the City 12/28/15 Reviewed and Attorney Approved 1 City Commission 1/14/16 ADOPTED City of Miami Paee I Printed on 1 28C016 A motion was made by Francis Suarez. seconded by Frank Carollo, that this matter be ADOPTED. The motion carried by the following vote: Ave: 5 - Wifredo (Willy) Gort, Ken Russell, Frank Carollo, Francis Suarez and Keon Hardemon 1 Office of the Mayor 1/15/16 Signed by the Mayor Office of the City Clerk 1 Office of the City Clerk 1!15'16 Signed and Attested by City Clerk City of Miami Page 2 Printed on I/28.2016 A� D® CER1 :CATE OF LIABILITY INSURJ _ :E DA1oi30/2019 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Van k Risk Solutions 2237 Wealthy Street SE Suite 200 Grand Rapids, M 49506 CONTACT Justin Haan PHON: (Py�"N , Ext): 616-942-5070 Fax 616-942-8199 I (aC, No): E-MAIL ADDRESS: certs@vanes ykcorp.com INSURERS) AFFORDING COVERAGE NAIC INSURER A : Evanston Insurance Corrpany 35378 _ INSURED Spartan Upfit Services, Inc. 2681 Han rondvilie Rd Fbrrpano Beach, FL 33069 INSURER B : Brployers NMual Casualty Corrpany 21415 INSURER C : AXIS Surplus Insurance Company 26620 C I l Traveers Insurance O an INSURER D : np Y 19046 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LT ' TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF i POLICY EXP .(MM/DDIYYYY) (MMIDD/YYYY) LIMITS A 1 I COMMERCIAL GENERAL UABIUTY Y 3C32215 12/17/2018 112/5/2019 EACH OCCURRENCE $ 1,000,000 i CLAIMS -MADE '-v' OCCUR DAMAGE TO ENTED PREMISES (Ea occlrrerce) 50,000 $ �� `111��-��-ffffff MED EXP (Any ore person) $ OC�� O \'� PERSONAL & ADV INJURY $ 1,000,000 GENLAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE , $ 2,000,000 POLICY PRO- LOC � PRODUCTS - COMP/OP AGG $ 2,000,000 7j ! OTHER: 4 $ 6 , AUTOMOBILE UABILITY Y 5E50626 12/1 $ 51�n COMBINED SINGLE LIMIT (Ea accident) $1000O00 I ANY AUTOOWNED \\..1 BODILY INJLRY (Per person) $ I AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ I HIRED i_AUTOS ONLY NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) $ I $ C 1 i UMBRELLALIAB ,, OCCURY P-001-000053765-01 12/17/2018 12/5/2019 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB I CLAIMS -MADE, AGGREGATE $ 5,000,000 DED I I RETENTION $ $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICERAEMBER EXCLUDED? (Mandatory in NH) If yes. describe under DESCRIPTION OF OPERATIONS below Y/ N UB-8L784250-19-51-K 4/1/2019 4/1/2020 ;' PER STATUTE 1 OT ER N / A EL. EACH ACCIDENT $ 1,000,000 E.LDISEASE- EAEMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Garagekeepers Legal Liability 3C32215 12/17/2018 12/5/2019 Fl?r Occurrence: Deductible (per unit) Deductible rrmx per loss 500,000 5,000 25,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Mani is included as additional insured w ith respects to general liability and auto liability per written contract. Rirrary and non-contributory language included for general and auto liabi by per w ritten contract. CERTIFICATE HOLDER CANCELLATION Email: clirra@rrianigov.com City of Mani Procurement Departrrent 444 SW 2nd Ave 6th Floor Mani, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Detail by Entity Name Page 1 of 2 Florida Deoar:rent cafe Department cf St_,_ / Divlsien a Com^,rations / Search Pecors / Detail 3i Documeci Number / Detail by Entity Name Florida Profit Corporation SU-R-SEBORTS, INC. Filing Information Document Number P04000087325 FEI/EIN Number 20-2790506 Date Filed 06/04/2004 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 12/26/2018 Event Effective Date NONE Principal Address 2681 HAMMONDVILLE ROAD POMPANO BEACH, FL 33069 Changed: 02/10/2014 Mailing Address 2681 HAMMONDVILLE ROAD POMPANO BEACH, FL 33069 Changed: 02/10/2014 Registered Agent Name & Address SPIEGEL & UTRERA, P.A. 1840 SOUTHWEST 22 STREET, 4TH FLOOR MIAMI, FL 33145 Officer/Director Detail Name & Address Title DPST HANINA, TOMER R 2681 HAMMONDVILLE ROAD POMPANO BEACH, FL 33069 Title VP HANINA, JEFFREY M http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 11/1/2019 Detail by Entity Name Page 2 of 2 2681 HAMMONDVILLE ROAD POMPANO BEACH, FL 33069 Annual Reports Report Year Filed Date 2017 01/09/2017 2018 01/16/2018 2019 02/07/2019 Document Images 02/07/2019 — ANNUAL REPORT 12126/201S — Name Chance 01/16/2018 — ANNUAL REPORT 01/09/2017 — ANNUAL REPORT 0111512016 — ANNUAL P EPOR T 01109/20/5 —ANNUAL REPORT 02110/2014 -- ANNUAL REPORT 01/25/2013 — ANNUAL REPORT 03./30 2012 — ANNUAL REPORT 01 /12/2011 — ANNUAL REPORT 01/08/2010 — ANNUAL REPORT 03/30%2009 — ANNUAL REPORT 04/166/2008 —ANNUAL REPORT 04102/2007 — ANNUAL REPORT 05101;2006 — ANNUAL REPORT 06/15/2005 —ANNUAL REPORT 06/04/2004 — Domestic Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF formal View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format ..c::aa Dtpar-m?nt of Rare. DiVISiOn of Carr-Jra[Ore http://search. sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 11 / 1 /2019 (Requesters Name) (,Address) (Address) (City/State/Zip/Phone #) PICK-UP WAIT I ! MAIL (Business Entity Name) Certified Copies (Document Number) Certificates of Status Special Instructions to Filing Officer: Office Use Only 11 900322244709 • CO\ F:R LETTER '1'O: Amendment Section Division of Corporations NAME OF CORPORATION: STROBES-R•US, INC. I)OCU.IENT NUM BER: P04000087325 The enclosed Articles of Amendment and fee are submitted for filing. ('lease return all correspondence concerning this matter to the Ibllunying: Ruth E. Reickard Name of Contact Person Vamum Ll_(' Firm/ Company 333 Bridge Street. N.W„ Suite 1700 Address Grind Rapids, M1 49504 City/ State and Zip Cade tom@snts.com srus.com Ei mail address: (to he used for future annual report notification) For further information concerning this matter. please call: Ruth E. Reickard at t G i G ) 336-6802 Name of Contact Person Area Code Daytime Telephone Number Enclosed is a check for the following amount made payable to the Florida Department of State: S35 Filing Fee ❑Sa3.75 Filing Fee & Certificate of Status N1ailina Address Amendment Section Division of Corporations P.O. (Box 6327 Tallahassee. FI. 32314 OS43.75 Filing Fee & Certified Copy (Additional copy is enclosed) ❑S52.50 Piling Fee Certificate of Status Certified Copy (Additional Copy is enclosed) Street Address Amendment Section Division of Corporations Clifton Building 26(1 Executive Center Circle Tallahassee. FL 32301 Articles of Amendment to Articles of Incorporation of S'i'ROi3ES-R-US. INC. FILED NIB DEC 26 PH G: 14 (Nanie of Corporation as currently filed with the Florida Dept. of State) , ; TATE P040000S7325 Fi_ (Document Number of Corporation (if known) Pursuant to the provisions of section 607.1006. Florida Statutes. this Florida Profit Corporation adopts the t'ollowine. amendment(s) to its Articles of Incorporation: A. If amending name. enter the new name of the corporation: SU-R-SEBORTS. INC. The new name must be distinguishable and contain the word "corporation." "company." or "incorporated" or the abbreviation "Corp.,- "Inc.," or Co.,- or the designation "Corp. " -Inc." or "Co". . t professional corporation name must contain the word "chartered." "profession! association," or the abbreviation "P.A." B. Enter new principal office address. if applicable: (Principal office address MUST BE A STREET ADDRESS ) C. Enter new mailing address. if applicable: (Mailing address ,tf.-t Y BEA POST OFFICE BOX) D. if amending the registered agent and/or registered office address in Florida. enter the name of the new registered agent and/or the new registered office address: :Name of New Registered Alien! ten! !Florida street address) ,New Registered Office Address: . Florida (Cit%) (Zip Code) Nei% Registered Agent's Signature, if changing Registered Agent: / hereby accept the appointment as registered agent. 1 am familiar with and accept the obligations of the position. Signature of New Registered Agent, if changing Page 1 of 4 If amending the Officers and/or Directors. enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added: (Attach additional sheets. if neccssar►J Please note the officer/director title by the first letter of the office tide: P = President: t = Vice President; '1'= Treasurer: S= Secretary: 1)= Director: TR= Trustee; C = Chairman or Clerk; CEO = Oriel' Erecutire Ulcer: CFO = Chief Financial Officer /f an officer/director holcLv more than one title. list the first letter of each office held. President. Treasurer. Director would he l'77). Changes should be noted in the following manner. Currently John Doe is listed as the PST and Alike Jones is listed as the V. There is a change, Alike Jones leaves the corporation, Sally Snrith is named the t' and S These should he noted as John Doe. /'7' as a Change, .hike Jones, 1' as Remove. and Sally Smith, S►, as an Add. Example: X Change I'1' John Doe X Remove V Mike Jones X Add SV Sally Smith Type ofAction "title Name (Check One) I) _ Change Add Remove 2) _ Change Add Remove 3) Change Add Remove 4) _ Change Add Remove �) Chant: Add Remove 6) _ Change Add Remove Page 2 of 4 Address E. If amending. or nddine additional Articles, enter chanee(s) here: (Attach additional sheets. if necessary). (Ile specific) F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares. provisions for implemcntine the amendment if not contained in the amendment itself: (if not applicable. indicate AZ,I ) Page 3 of 4 The date of each amendment(s) adoption: . if other than the date this document was signed. Effective date if applicable: (no more than 90 days after amendment file dote) Note: If the date inserted in this block does not meet the applicable statutory tiling requirements. this date will not be listed as the document's effective date on the Department of State's records. Adoption ofAmendment(s) (CHECK ONE) The amendments) washverc adopted by the shareholders. The number of' votes cast for the amendments) by the shareholders was/were sufficient for approval. ❑ The amendment(s) vas/were approved by the shareholders through voting groups. The following .statement must he separately provided for each voting group entitled to vote separately on the ametrdment(s): "The number of votes cast for the amendment(s) was/were sufficient for approval by (voting group) ❑ The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required. ❑ The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required. DECE\IBER 17.2018 Dated Signature (By a dirccir. president or other icer — if directors or officers have not been selected. by an incorporator— if in the hands ofa receiver. trustee. or other court appointed fiduciary by that fiduciary) ToMER R. HAN1NA (Typed or printed name of person signing) PRESIDENT ("Title of person signing) Page 4 of 4