Exhibit
ITEM 22- 2(b)
Frontier Pacific Insurance Bond
SURETY BOND
WITNESSETH: This Surety Bond given by PowerSource Corporation and Frontier
Pacific Insurance Company and servally bound unto Automated Power Exchange, Inc.
as Obligee, in the amount of $ 150,000.00 (U.S.) for the payment of which the
Principal and Surety bind themselves, their heirs, executors, administrators,
successors, assigns or other legal representatives.
WHEREAS, the Principal and Obligee have entered into a Automated Power Exchange
Service and Participation Agreement (the "Service Agreement"), and a Automated
Power Exchange Master Terms and Conditions of Service (as such terms and
conditions may be amended, modified or supplemented from time to time, (the "APX
Terms"), pursuant to which the Principal may from time to time use the services
of the Obligee for the purchase and sale of electric power (hereinafter referred
to as "Transactions"); and ,
WHEREAS, the Principal has promised to pay the Obligee any indebtedness arising
from such Transactions, as bills are rendered, and shall be in Default unless
payment is made within the time required under the agreement; and,
WHEREAS, the Surety promises to pay to the Obligee any amounts in Default on any
Transactions where the Transactions occur during the term of this Bond, and
WHEREAS, upon Default or failure to remit pursuant to a demand for deposit
within the required timeframe, the Obligee shall provide notice to the Surety
and the Surety shall render payment to the Obligee with one (1) business day of
receipt of such notice,
NOW, THEREFORE, the condition of the obligation is such that if the Principal
shall pay or cause to be paid to the Obligee, within the time required under the
agreement, all amounts arising from such Transactions or deposit demands that
may at any time hereafter be due and owing to the Obligee by the Principal, then
this obligation shall be null and void, otherwise to remain in full force and
effect.
This bond is subject to the following terms, limitations and conditions:
1. Notwithstanding anything herein to the contrary, the term of this bond shall
be indefinite commencing 9/09/99.
2. The Surety shall have the right to terminate its liability hereunder at any
time by giving notice in writing to the Obligee and stating therein the
effective date of such termination which date shall not be less than ninety (90)
days after receipt of said termination notice by the Obligee. Such notice shall
not limit or terminate any obligation of Surety arising under the Agreement in
respect to any obligations arising from any transactions entered into prior to
the date of such termination by Surety. Written notice of termination shall be
sent by certified mail, return receipt requested, to Automated Power Exchange,
00000-0 Xxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, attention: Xxxx Xxxxxx.
3. It is understood and agreed between the Principal and Obligee that upon the
receipt of Surety's ninety (90) day written notice of termination as provided
above, the Obligee may demand a deposit from the Principal in the amount of
$150,000.00 . Only written notice to the Principal at least ten (10) days prior
to the termination or expiration of Xxxxxx's bond. It is also understood and
agreed between the Principal and Obligee that the deposit must be remitted to
the Obligee within one business day of receipt of such notice.
4. That no proceeding in law or in equity may be brought under this bond unless
the same shall be commenced and process served prior to the expiration of two
(2) years from the date of cancellation of this bond.
IN WITNESS THEREOF, said Principal and said Xxxxxx have caused these presents to
be duly signed and sealed this 9th day of September 1999.
PowerSource Corporation, a Nevada Corporation
0000 Xxxxxxxx Xxxx., Xxxxx 0000 Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx Chairman
(Seal)
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000 Frontier Pacific Insurance Company,
La Xxxxx, XX 00000 a California Corporation
(Seal)
Xxxxx Xxxxxxx, Attorney-In-Fact
By: /s/ Xxxxx Xxxxxxx
Xxxxx Xxxxxxx
10455 - Xxxxxxx Drive
Automated Power Exchange, Inc., a California corporation Obligee
Cupertino, CA 95014
(Seal)
Bond No. 7496FP
POWER OF ATTORNEY
Know All Men By These Presents: That FRONTIER PACIFIC INSURANCE COMPANY, a
California Corporation, having its principal office, in La Jolla, California,
pursuant to the following resolution, adopted by the Board of Directors of the
Corporation on the 15th day of November, 1991.
"RESOLVED, that the Chairman of the Board, the President, or any Vice President
be, and hereby is, authorized to appoint Attorneys-in-Fact to represent and act
for and on behalf of the Company to execute bonds, undertakings, recognizances
and other contracts of indemnity and writings obligatory in the nature thereof,
and to attach thereto the corporate seal of the Company, in the transaction of
its surety business;
"RESOLVED, that the signatures and attestations of such officers and the seal of
the Company may be affixed to any such Power of Attorney or to any certificate
relating thereto by facsimile, and any such Power of Attorney or certificate
bearing such facsimile, and any such Power of Attorney or certificate bearing
such facsimile signatures or facsimile seal shall be valid and binding upon the
Company when so affixed with respect to any bond, undertaking, recognizance or
other contract of indemnity or writing obligatory in the nature thereof;
"RESOLVED, that any such Attorney-in-Fact delivering a secretarial certification
that the foregoing resolutions still be in effect may insert in such
certification the date thereof, said date to be not later than the date of
delivery thereof by such Attorney-in-Fact."
This Power of Attorney is signed and sealed in facsimile under and by the
authority of the above Resolution.
DOES HEREBY MAKE, CONSTITUTE AND APPOINT:
OF, in the State of its true and lawful Attorney(s)-in Fact with full power and
authority hereby conferred in its name, place and stead to sign, execute,
acknowledge and deliver in its behalf, and as its act and deed, without power of
redelegation, as follows:
Bonds guaranteeing the fidelity of persons holding places of public or private
trust; guaranteeing the performance of contracts other than insurance policies;
and executing or guaranteeing bonds and undertakings required or permitted in
all actions or proceedings or by law allowed; IN AN AMOUNT NOT TO EXCEED THREE
MILLION FIVE HUNDRED THOUSAND ($3,500,000.00) DOLLARS; and to bind FRONTIER
PACIFIC INSURANCE COMPANY thereby as fully and to the same extent as if such
bond or undertaking was signed by the duly authorized officers of FRONTIER
PACIFIC INSURANCE COMPANY, and all the acts of said Attorney (s)-in-Fact
pursuant to the authority herein given are hereby ratified and confirmed.
In Witness Whereof, FRONTIER PACIFIC INSURANCE COMPANY of LaJolla, California,
has caused this Power of Attorney to be signed by its Vice President and its
Corporate seal to be affixed this 9th day of September , 1999.
FRONTIER PACIFIC INSURANCE COMPANY
BY:/s/Xxxxx X. Xxxxxxx
XXXXX X. XXXXXXXX, Vice President
STATE OF CALIFORNIA)
COUNTY OF SAN DIEGO)
On 9/09/99 before me, Xxxxx Xxxxx, personally appeared Xxxxx X. Xxxxxxxx,
personally known to me or proved to me on the basis of satisfactorily evidence
to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person(s) acted, executed the
instrument.
WITNESS my hand and official seal
Signature of Notary Corporation Acknowledgement
I, the undersigned, Xxxxxx X. Xxxxxxxx, Secretary of FRONTIER PACIFIC INSURANCE
COMPANY, 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.
IN WITNESS WHEREOF, I have hereunto subscribed my name as Xxxxxx X. Xxxxxxxx,
Secretary, and affixed the Corporate Seal of the Corporation this 9th day of
September, 19 99 .
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx, Secretary
