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HomeMy WebLinkAboutContractors Agreement Minnesota Elevator Inc. 139 L8' RECEIVED City J U N 1 8 2020 Oshkosh CITY CLERK'S OFFICE CONTRACTOR AGREEMENT ELEVATOR IMPROVEMENTS-OSHKOSH PUBLIC MUSEUM CITY OF OSHKOSH THIS AGREEMENT, made on the 27th day of MAY, 2020, by and between the CITY OF OSHKOSH,party of the first part,hereinafter referred to as CITY,and MINNESOTA ELEVATOR,INC., N50 W13740 OVERVIEW DRIVE,SUITE C,MENOWNEE FALLS,WI 53051,hereinafter referred to as the CONTRACTOR, WITNESSETH: That the City and the Contractor,for the consideration hereinafter named,enter into the following agreement. The Contractor's proposal is attached hereto and reflects the agreement of the parties except where it conflicts with this agreement,in which case this agreement shall prevail. ARTICLE I. COMPONENT PARTS OF THE CONTRACT This contract consists of the following component parts,all of which are as fully a part of this contract as if herein set out verbatim,or if not attached,as if hereto attached: 1. This Instrument 2. Proposal Solicitation 3, Contractor's Proposal In the event that any provision in any of the above component parts of this contract conflicts with any provision in any other of the component parts,the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. ARTICLE II. PROJECT MANAGER A. Assignment of Project Manager. The Contractor shall assign the following individual to manage the project described in this contract: (DAN STANGE,FIELD SERVICE MANAGER) B. Changes in Project Manager. The City shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager.The City shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. City Hog,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 http://www.cl.oshkosh.wl.us ARTICLE III. CITY REPRESENTATIVE The City shall assign the following individual to manage the project described in this contract: (BRAD LARSON,MUSEUM DIRECTOR) ARTICLE IV. SCOPE OF WORK The Contractor shall provide the services described in the City's INVITATION FOR BID for the Project titled "OSHKOSH PUBLIC MUSEUM ELEVATOR IMPROVEMENTS"dated April 8,2020, and the contractor's bid form and materials attached as Exhibit A.If anything in the Bid Form conflicts with the Bid Specifications,the provisions in the Bid Specifications shall govern. The Contractor may provide additional products and/or services if such products/services are requested in writing by the Authorized Representative of the City. ARTICLE V. CITY RESPONSIBLI'I'ThS The City shall furnish, at the Contractor's request, such information as is needed by the Contractor to aid in the progress of the project,providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the Contractor's work the City will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period.. ARTICLE VI. TIME OF COMPLETION The work to be performed under this contract shall be completed by no later than July 31,2020. Arty changes to this completion date must be agreed upon by both parties in writing. ARTICLE VII. PAYMENT A. The Contract Sum. The City shall pay to the Contractor for the performance of the contract the sum of$34,929.00,adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto. Fee schedules shall be firm for the duration of this Agreement. B. Method of Payment. The Contractor shall submit itemized monthly statements for services. The City shall pay the Contractor within 30 calendar days after receipt of such statement. If any statement amount is disputed, the City may withhold payment of such amount and shall provide to Contractor a statement as to the reason(s)for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a writlea amendment to this agreement executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE VM. CONTRACTOR TO HOLD CITY HARMLESS The Contractor covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims and demands of any kind or character whatsoever which may in any way be caused by or result from the intentional or negligent acts of the Contractor,his agents or assigns,his employees or his subcontractors related however remotely to the performance of this Contract or be caused or result from any violation of any law or administrative regulation,and shall indemnify or refund to the City all sums including court costs, attorney fees and punitive damages which the City may be obliged or ad- judged to pay on any such claims or demands within thirty (30) days of the date of the City's written demand for indemnification or refund. ARTICLE IX. INSURANCE The Contractor shall provide insurance for this project that includes the City of Oshkosh as an additional insured. The contractor's certificate of insurance for this project is attached as Exhibit B. ARTICLE X. TERMINATION A. For Cause. If the Contractor shall fail to fulfill in timely and proper manner any of the obligations under this Agreement,the City shall have the right to terminate this Agreement by written notice to the Contractor. In this event, the Contractor shall be entitled to compensation for any satisfactory, usable work coutpleted. B. For Convenience. The City may terminate this contract at any time by giving written notice to the Contractor no later than 10 calendar days before the termination date. If the City terminates under this paragraph, then the Contractor shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. ARTICLE XL NON-DISCRIMINATION The Operator agrees not to discriminate in its operations under this Agreement on the basis of race,color, creed, age, and gender,or as otherwise prohibited by law. A breath of this covenant may be regarded as a material breath of this Agreement. CONTRACTOR agrees in all hiring or employment made possible by or resulting from this agreement, there will not be any discrimination against any employee or applicant for employment because of race, color,religion,sex,sexual orientation,gender identity,or national origin. In the Presence of: CONTRACTOR/CONSUL ANT By: - (Seal of Contractor (Specify Title) eme it.1VT 47. if a Corporation.) By: (Specify Title) CITY OF OSHKOSH By: / ,-G-Of----- i_ S trA6- Mark A.Rohloff, City Manager (Witness) Aitsuu, $odt , And: (Witness) Pamela R.Ubrig,City Clerk APPROVED: I hereby certify that the necess- ary provisions have been made to } pay the liability which will accrue under this contract. Ci ttorney.--.--_ . /-F 47, City Comptroller Gay y"" //g/r CITY OF OSHKOSH BID SPECIFICATIONS OSHKOSH PUBLIC MUSEUM ELEVATOR IMPROVEMENTS BID PROPOSAL FORM Page 1 of 2 From: Minnesota Elevator,Inc. (bidder's company name) BID PROPOSAL DEADLINE: by May 14,2020-10:00 a.m. Addenda: Receipt of Addenda numbered None of None are hereby understood, acknowledged and included in bidder's bid proposal form. If no addenda were issued for this project please write"N/A"above. In compliance with the advertising for Bids and having carefully examined the drawings and specification for the Work and the Site of the proposed work and having determined all of the conditions of the work, the rules, regulations,laws,codes,ordinances, and other governing circumstances relating to this project,we, the undersigned, propose to furnish all labor and materials per the project specifications or noted deviations for the following amount(s): TOTAL BASE BID $ 34,929.00 Thirty Four Thousand Nine Hundred Twenty Nine Dollars . (Base Bid Price—in Words) Work to commence in 8 Weeks after receipt of order Terms: 40%Down upon signing of contract,60%paid net 30 after final invoicing. SIGNATURES Date: 5/13/2020 Name of Company: Minnesota Elevator,Inc, Submitted by: (name/title) John FriedrichstAccount Manaoer Email: iohn.frledrich5(a?meiusa.com Address of Company: N50 W13740 Overview Dr,Suite G Phone; 262-752-6987 Menomonee Falls,UV(53051 Company Representative that will be named Project Manager for this project,if awarded the bid: Dan Stange Field Service Manager Name Title 30 - OHIO FARMERS INSURANCE COMPANY Westfield Group®1 Park Circle, P 0 Box 5001, Westfield Center, Ohio 44251-5001 • Conforms to Document A310TM - 2010 Bid Bond CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) Minnesota Elevator, Inc. OHIO FARMERS INSURANCE COMPANY 1 Park Circle, PO Box 5001 19336 607th Avenue Westfield Center, OH 44251-5001 Mankato, MN 56001 OWNER: (Name, legal status and address) Oshkosh Public Museum 1331 Algoma Blvd. Oshkosh, WI 54901 BOND AMOUNT: Five Percent(5%) of the Amount Bid PROJECT: (Name, location or address, and Project number, if any) Elevator Improvements, Power Unit& Door edges The Contractor and Surety are bound to the Owner in the amount set forth above,for the payment of which the Contractor and Surety bind themselves,their heirs, executors, administrators, successors and assigns,jointly and severally, as provided herein. The conditions of this Bond are such that if the Owner accepts the bid of the Contractor within the time specified in the bid documents, or within such time period as may be agreed to by the Owner and Contractor, and the Contractor either(1)enters into a contract with the Owner in accordance with the terms of such bid, and gives such bond or bonds as may be specified in the bidding or Contract Documents,with a surety admitted in the jurisdiction of the Project and otherwise acceptable to the Owner,for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof; or(2) pays to the Owner the difference, not to exceed the amount of this Bond, between the amount specified in said bid and such larger amount for which the Owner may in good faith contract with another party to perform the work covered by said bid,then this obligation shall be null and void, otherwise to remain in full force and effect. The Surety hereby waives any notice of an agreement between the Owner and Contractor to extend the time in which the Owner may accept the bid. Waiver of notice by the Surety shall not apply to any extension exceeding sixty (60)days in the aggregate beyond the time for acceptance of bids specified in the bid documents,and the Owner and Contractor shall obtain the Surety's consent for an extension beyond sixty(60)days. If this Bond is issued in connection with a subcontractor's bid to a Contractor,the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. When this Bond has been furnished to comply with a statutory or other legal requirement in the location of the Project, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. Signed and sealed this 14th day of May , 2020 CAACiiik dMinnesota Elevator, Inc. (Print pal) P (Seal) (Witness) B : (Title O O FARMERS INSURANCE COMPANY (Witness) (Sur (Seal) By: Tra C e ki Attorney-In-Fact (Title) Printed with permission from The American Institute of Architects (AIA) and the Surety & Fidelity Association of America (SFAA) by Westfield Groups. Westfield Group vouches that the language in the document conforms exactly to the language used in AIA Document A310TM 2010. BD5084 OFWWN(10/2010) STATE OF MINNESOTA On this 14th day of May , 2020 , before me appeared Tracy Chehoski to me personally known, who, being duly sworn, did say that he or she is the Attorney-in-Fact of Ohio Farmers Insurance Company , that the seal affixed to the foregoing instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and said acknowledged said instrument to be the free act and deed of said corporation. \--77: da6rfdl*I/ notary pu lic . �`c KAFLA DEUTSCH HUNT NOTARY PI LIC-MINNESOTA ,� . My Contrassion Exies Jan.31,2022 +- THIS"POWER OF ATTORNEY SUPERCEDES ANY PREVIOUS POWER BEARING THIS SAME POWER#AND ISSUED PRIOR TO 09/14/18, FOR ANY PERSON OR PERSONS NAMED BELOW. General POWER NO. 2263422 02 Power Westfield Insurance Co. of Attorney Westfield National Insurance Co. Ohio Farmers Insurance Co. CERTIFIED COPY Westfield Center, Ohio Know All Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a "Company' and collectively as "Companies," duly organized and existing under the laws of the State of Ohio: and having its principal office in Westfield Center, Medina County, Ohio,do by these presents make,constitute and appoint CHRISTINE SCOTT,WENDY SCHMID, EMILY B.TSCHIMPERLE,TRACY CHEHOSKI, NATHAN WEAVER,MEGAN SCOTT, JOINTLY OR SEVERALLY of MINNEAPOLIS and State of MN its true and lawful Attorneys)-in-Fact,with full power and authority hereby conferred in Its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other instruments or contracts of suretyship - LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE GUARANTEE,OR BANK DEPOSITORY BONDS. and to bind any of the Companies thereby as fully and to the same extent as if such bonds were signed by the President,sealed with the corporate seal of the applicable Company and duly attested by its Secretary,hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do in the premises. Said appointment is made under and by authority of the following resolution adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: "Be ft Resolved,that the President,any Senior Executive,any Secretary or any Fidelity&Surety Operations Executive or other Executive shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: The Attorney-in-Fact. may be given full power and authority for and in the name of and on behalf of the Company,to execute,acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder; and any such instruments so executed by any such Attorney-in-Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary." "Be it Further Resolved, that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile,and any power of attorney or certificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached." (Each adopted at a meeting held on February 8,2000)_ In Witness Whereof,WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed this 141h day of SEPTEMBER A.D.,2018 . Corporate • WESTFIELD INSURANCE COMPANY Seals I s��, 4�, ...'s,:,........,,9 % 1' WESTFIELD NATIONAL INSURANCE COMPANY Affixed 1 .'. .ea. '�.,$�Ns =*.o. �p �• ci*'�= OHIO FARMERS INSURANCE COMPANY i„' br`AL a} N; SEAL :4 Yam:ch+wftTElp#Q? 7. 7. Vv....,., , N. ': .. ill E o; _ i •.•st z ? sae State of Ohio �'"'""' ........',""".• Dennis P. Baus, National Surety Leader and County of Medina ss.: Senior Executive On this 14th day of SEPTEMBER A.D.,2018 ,before me personally came Dennis P. Baus to me known,who, being by me duly sworn,did depose and say, that he resides in Wooster, Ohio;that he is National Surety Leader and Senior Executive of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY,the companies described in and which executed the above Instrument;that he knows the seals of said Companies; that the seals affixed to said instrument are such corporate seals;that they were so affixed by order of the Boards of Directors of said Companies;and that he signed his name thereto by like order. Notarial ,,..••••.^••••,., Seal .-•• Rt A L .S'••,, iepia,d07,0,... Affixed 'gyp'.\�11)1/ice:�%'t David A. Kotnik, Attorney at Law, Notary Public State of Ohio -.,r It.M/o My Commission Does Not Expire(Sec.147.03 Ohio Revised Code) County of Medina ss.: 1, 1 O l;• E oG I,Frank A.Carrino, Secretary of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies,which is still in full force and effect;and furthermore,the resolutions of the Boards of Directors,set out in the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Westfield Center, Ohio, thisl4th day of May ..a 2020 ,,... „ :.,.,...,..,, WICSO : � =u;: :vZ= .C�IfRTEJp�Q;�3 r/l,p....4A i i d e SEAL f b '_' • SEAL :m' =0• :IC e I Secretary t fir' r+r► '� ', •.o: = 1s�rs '-= Frank A. Carrino, Secretary BPOAC2 (combined)(06-02) Ohio Farmers Insurance Company Westfield Group®1 Park Circle, PO Box 5001,Westfield Center, Ohio 44251-5001 Bond No. 082639K Conforms to DocumentA312TM - 2010 Performance Bond CONTRACTOR: SURETY: (Name, legal status and address) (Name. fecal status and principal place of business) Minnesota Elevator, Inc. Ohio Farmers Insurance Company 19336 607th Avenue 1 Park Circle, PO Box 5001 Mankato, MN 56001 Westfield Center,OH 44251-5001 OWNER: (Name, legal status and address) City of Oshkosh 215 Church Ave. Oshkosh,WI 54903 CONSTRUCTION CONTRACT Date: 5/27/2020 Amount: $34,929.00 Description: (Name and location) Oshkosh Public Museum, Elevator Improvements, Power Unit& Door edges BOND Date: 5/27/2020 (Not earlier than Construction Contract Date) Amount: $34,929.00 Modifications to this Bond: ® None © See Section 16 CONTRACTOR AS PRINCIPAL SURETY Company:Minnesota Elevator, Inc. Company: Ohio Farmers Insurance Company (Corporate Seal) (corporate seal) • Signature: DI)It Signature: #:/j(4,/nZ Name Karla Hunt Attorney-In-Fact and Title: and Title: (Any additional signai'ures appear n I st page of this Performance Bond.) (FOR INFORMATION ONLY—Name,address and telephone) OWNER'S REPRESENTATIVE: AGENT or BROKER: (Architect, Engineer or other party:) Marsh &McLennan Agency LLC 6160 Golden Hills Drive Minneapolis, MN 55416 Printed with permission from the American Institute Of Architects(AIA)and the Surety&Fidelity Association of America(SFAA),by Westfield Group®. Westfield Group vouches that the language in the document conforms exactly to the language used In AIA Document A3121"2010. BD 5971 (10/2010) 1 The Contractor and Surety,jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. 2 If the Contractor performs the Construction Contract,the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. 3 If there is no Owner Default under the Construction Contract,the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five(5)business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten(10)business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; • .2 the Owner declares a Contractor Default,terminates the Construction Contract and notifies the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. 5 When the Owner has satisfied the conditions of Section 3,the Surety shall promptly and at the Surety's expense take one of the following actions: 5.1 Arrange for the Contractor,with the consent of the Owner, to perform and complete the Construction Contract; 5.2 Undertake to perform and complete the Construction Contract itself,through its agents or independent contractors; 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and • completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence,to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. Printed with permission from the American Institute Of Architects(AIA)and the Surety&Fidelity Association of America(SFAA),by Westfield Group®. Westfield Group vouches that the 2 language in the document conforms exactly to the language used In AIA Document A312TM 2010. BD 5971 (10/2010) _ 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3,then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4,the Surety's liability is limited to the amount of this Bond. 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. 10 The Surety hereby waives notice of any change, including changes of time,to the Construction Contract or to related subcontracts, purchase orders and other obligations. 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions confirming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 14 Definitions 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. 14.3 Contractor Default. Failure of the Contractor,which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived,to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. Printed with permission from the American Institute Of Architects(AIA)and the Surety&Fidelity Association of America(SFAA),by Westfield Group®. Westfield Group vouches that the J language in the document conforms exactly to the language used In AIA Document A312"2010. BD 5971 (10/2010) • 16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: Company: (Corporate Seal) (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address Printed with permission from the American Institute Of Architects(AIA)and the Surety&Fidelity Association of America(SFAA),by Westfield Group®. Westfield Group vouches that the language in the document conforms exactly to the language used In AIA Document A3127"2010. BD 5971 (10/2010) Ohio Farmers Insurance Company Westfield Groupal Park Circle, PO Box 5001,Westfield Center, Ohio 44251-5001 Bond No. 082639K Conforms to DocumentA392TM -2010 Payment Bond CONTRACTOR: SURETY: (Name, legal status and address) (Name. legal status and principal place of business) Minnesota Elevator, Inc. Ohio Farmers Insurance Company 19336 607th Avenue 1 Park Circle, PO Box 5001 Mankato, MN 56001 Westfield Center, OH 44251-5001 OWNER: (Name, legal status and address) City of Oshkosh 215 Church Ave. Oshkosh, WI 54901 CONSTRUCTION CONTRACT Date: 5/27/2020 Amount: $34,929.00 Description: (Name and location) Oshkosh Public Museum, Elevator Improvements, Power Unit&Door edges BOND Date: 5/27/2020 (Not earlier than Construction Contract Date) Amount:$34,929.00 Modifications to this Bond: 1 None See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company:Minnesota Elevator, Inc. Company: Ohio Farmers Insurance Company (Corporate Seal) (corporate s'eaq 1 l o v �vJ Signature: \����1/�i�, Signature: Z� Name ame Karla Hunt _ _- Attorney-in-Fact and Title: J A. and Title: (Any additional signs ures appear the last page of this Performance Bond.) (FOR INFORMATION ONLY—Name,address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: (Architect, Engineer or other party:) Marsh & McLennan Agency LLC 6160 Golden Hills Drive Minneapolis, MN 55416 5 Printed with permission from the American Institute Of Architects(AIA)and the Surety&Fidelity Association of America,by Westfield Group®. Westfield Group vouches that the language in the document conforms exactly to the language used In AIA Document A312TM 2010. BD 5971 (10/2010) _ 1 The Contractor and Surety,jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). 5.2 Claimants,who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety(at the address described in Section 13). 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor,that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable,the Surety shall promptly and at the Surety's expense take the following actions: 7.1 Send an answer to the Claimant, with a copy to the Owner,within sixty (60)days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and 7.2 Pay or arrange for payment of any undisputed amounts. 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however,the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attomey's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the 6 Printed with permission from the American Institute Of Architects(AIA)and the Surety&Fidelity Association of America,by Westfield Group®. Westfield Group vouches that the language in the document conforms exactly to the language used In AIA Document A312m 2010. BD 5971 (10/2010) • .Owner's priority to use the funds for the completion of the work. 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or(2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of(1) or(2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. 16 Definitions 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment"that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. 7 Printed with permission from the American Institute Of Architects(AIA)and the Surety&Fidelity Association of America,by Westfield Group®. Westfield Group vouches that the language in the document conforms exactly to the language used In AIA Document A312TM 2010. BD 5971 (10/2010) .16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. . 16.4 Owner Default. Failure of the Owner,which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. 16.5 Contract Documents. Al the documents that comprise the agreement between the Owner and Contractor. 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. 18 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: Company: (Corporate Seal) (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address 8 Printed with permission from the American Institute Of Architects(AIA)and the Surety&Fidelity Association of America,by Westfield Group®. Westfield Group vouches that the language in the document conforms exactly to the language used In AIA Document A312" 2010. BD 5971 (10/2010) STATE OF MINNESOTA On this fl day of ,2020 , before me appeared \2l64"u2 NA.,6 to me personally known, who, em duly sworn, did say tIlat he or she is the Attorney-in-Fact of Q ki rw S u ng (tyvialiq that the seal affixed to the foregoing instrument was signed and sealed on behalf of said corporation by authority of its Board of Directors and said acknowledged said instrument to be the free act and deed of said corporation. ;. .. _ fan . vA.. 1.4.��,1 DIANE M.CHAMBERS ; notary public NOTARY PUBLIC-ETA My Carrion Giros Jan.31,2021 p General POWER NO. 2263422 03 .Power Westfield Insurance Co. of Attorney Westfield National Insurance Co. CERTIFIED COPY Ohio Farmers Insurance Co. Westfield Center. Ohio Know All Men by These Presents, That WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, corporations, hereinafter referred to individually as a "Company" and collectively as "Companies," duly organized and existing under the laws of the State of Ohio,and having its principal office in Westfield Center, Medina County, Ohio,do by these presents make,constitute and appoint CHRISTINE SCOTT,WENDY SCHMID, EMILY B.TSCHIMPERLE,TRACY CHEHOSKI, MEGAN SCOTT, MICHAEL ZAHN,JOHN KLEIN,STEVE KLEIN, KARLA HUNT, RITA CARLSON,JOINTLY OR SEVERALLY of MINNEAPOLIS and State of MNits true and lawful Attorney(s)-in-Fact,with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings, or other instruments or contracts of suretyship LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE, MORTGAGE DEFICIENCY, MORTGAGE GUARANTEE,OR BANK DEPOSITORY BONDS. and to bind any of the Companies thereby as fully and to the same extent as if such bonds were signed by the President,sealed with the corporate seal of the applicable Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do in the premises. Said appointment is made under and by authority of the following resolution adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY: "Be It Resolved,that the President,any Senior Executive,any Secretary or any Fidelity&Surety Operations Executive or other Executive shall be and is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: The Attorney-in-Fact. may be given full power and authority for and in the name of and on behalf of the Company,to execute,acknowledge and deliver, any and all bonds, recognizances, contracts, agreements of indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney-in-Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary." "Be it Further Resolved,that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile,and any power of attorney or certificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached." (Each adopted at a meeting held on February 8,2000). In Witness Whereof,WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their National Surety Leader and Senior Executive and their corporate seals to be hereto affixed this 13th day of MAY A.D.,2020 . w•.»wr an,,,,.,,,, nn Corporate ,.•"` ..•"^• •,,,,,, ��YA�I ` �� „ r ' �.• �, �,� WESTFIELD INSURANCE COMPANY Seals .-..,ti, 5›;,• iv',°, Of, ,4''N. z`. .. '':SG: ,j WESTFIELD NATIONAL INSURANCE COMPANY '- Affixed •!s '* a . : •• " i 3." •• OHIO FARMERS INSURANCE COMPANY I~r b� 5 :u:1. SEAL �: 0 (27-1, �.�. ''. •NW :1 S• o %' (:64"frh State of Ohio By: County of Medina ss.: Gary W.(4.tumper, Nationai Surety Leader and Senior Executive On this 13th day of MAY A.D.,2020 , before me personally came Gary W. Stumper to me known,who, being by me duly sworn, did depose and say,that he resides in Hartford, CT;that he is National Surety Leader and Senior Executive of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY,the companies described in and which executed the above instrument:that he knows the seals of said Companies:that the seals affixed to said instrument are such corporate seals:that they were so affixed by order of the Boards of Directors of said Companies:and that he signed his name thereto by like order. Notarial o„..40.4.4.4 Seal +Al A L '''ay Azed,r0A- Affixed ,°P: "fq/ .'f% State of Ohio :tr, ) j, f o David A. Kotnik,Attorney at Law, Notary Public County of Medina ss.: 'ti q ,zNe My Commission Does Not Expire(Sec. 147.03 Ohio Revised Code) I. Frank A.Carrino,Secretary of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY and OHIO FARMERS INSURANCE COMPANY, do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies,which is still in full force and effect:and furthermore,the resolutions of the Boards of Directors,set out in the Power of Attorney are in full force and effect. In Witness Whereof, I have hereunto set my hand and affixed the seals of said Companies at Westfield Center, Ohio, this 27th day of May A.D•,2020 ..,.•.•w,r, uu..n,.,,,, 6.',: ip,$11:1!%%. .s •4j j��� /---it !- { � pb : n, SEAL :m: s@• �''►�7 l r I H �ecr+rtaq, • •. •Nye��ff�$ �; - z� ;-1846 •* Frank A. Carrino,Secretary .. ... ....• �s'• �,'._' BPOAC2 (combined) (06-02)