HomeMy WebLinkAboutGeneral Agreement of Indemnity/ Old Republic Surety GENERAL AGREEMENT OF INDEMNITY Page 1 of
(SHORT FORM)
yyr "Company"means as interest(s)may appear,the Did Republic Surety Company,any and/or all subsidiary(ies),
* andiall parent company(ies)of Old Republic Surety Company,andfor any affiliated company(les)within the
ytr * Old Republic International General Insurance Group, as well asfor any andfall reinsuring surety(les), co-
yr �} surety(Ies)and any surety(les)which have been procured to execute the bond(s),their successors or assigns.
I.DEFINITIONS
The following definitions apply to this Agreement-
BOND(S) "Bond" means any and/or all contracts of suretyship, guaranty or indemnity, undertaking or other writings obligatory in nature, including continuations,
extensions, alterations or substitutions thereof, the Surety has or may execute or procure the execution of, for andtor on behalf of any and/or all Indemnitors in the
capacity of Principal.
CONTRACT "Contract" means all documents comprising the written contract Including general and special conditions, specifications and drawings.
EXPENSE "Expense" means any and all expense, including but not limited to investigative charges, accounting charges, engineering charges, fees and
disbursements of counsel (whether on salary, retainer or otherwise_)
INDEMNITOR "Indemnitor" means the Subscriber to this Agreement or addendum hereto, whether an individual, organization, partnership, corporation,
unincorporated association, joint venture or other entity, for themselves, their heirs, executors, administrators, successors and assigns- Subscription to this
Agreement shall include the Named Indemnitor and any and all presently existing and future subsidiaries,and all other existing and future corporations, partnerships,
organizations or other entity controlled by the Subscriber. The word indemnitor or any personal pronoun shall apply regardless of number or gender_
OBLIGEE'Obligee" means the party in whose favor a bond runs.
PRINCIPAL"Ptincipat" means an Indemnitor(a) by himself, or(b) a joint venture not named herein for which the Surety executes bonds)and which has the primary
responsibility to the Obligee.
SURETY 'Surety' means as their interest may appear, the named company, Old Republic International General Insurance Group, in this instrument and all reinsuring
surety(ies), co-surety(ies), and any surety(ies)which have been procured to execute the bond(s), their successors or assigns_
INTEREST'interest" means the Surety shall be paid interest at the prime rate plus 2% as determined by First National Bank of Chicago, Chicago, Illinois, (unless pro--
hbited by law,then at the maximum rate allowed.)
Il. WITNESSETH' as collateral security on any such bond shall, unless otherwise agreed in
writing by the Surety, be available, in the discretion of the Surety, as colateral
WHEREAS, Principal has, is, or may desire or be required to execute and
security on any other or al bonds coming within the scope of this
deliver or procure the execution and delivery of bond(s) by the Surety;and
Agreement.
WHEREAS, the Indemnitor understands the Surety expressly requires the
delivery of this Agreement as part of the consideration for the bond 4- The Indemnitors immediately upon becoming aware of any demand,
requested; and notice, or preceeding preliminary to detemrining or fixing any liability with
which the Surety maybe subsequently charged under any such bond, shall
WHEREAS, the Indemnitor has a substantial, material and beneficial interest notify the Surety thereof In writing at its principal office,
in the obtaining of bond(s) by the Principal(s) or in the Surety's refraining from
5. The indemnitors will be in default of this Agreement in the event they,
canceling such bond(s),
(a) Fal to pay any premium charge when due; or
NOW, THEREFORE, In consideration of the execution and delivery by the
Surety of the bond(s), the Indemnitor jointly and severally covenant and (b) Abandon, forfeit or breach the contract; or
(c) Breach any bond; or
agree with the Surety as follows:
(d) If an individual, dies, absconds, is a fugitive from justice or is convicted of a
Ill.AGREEMENTS felony,or
(e) Have proceedings instituted against them alleging that they are insolvent,
1_ The Indemnitors will pay to the Surety, at its principal office premiums or for the appointment of a receiver or trustee for the benefit of creditors,
and charges at the rates,and at the times specified in respect to each such whether such Indemnitors are insolvent or not
bond in the Surety's schedule of rates, which, with any additions or
amendments thereto,is by reference made a part hereof,and will continue to In the event of default as above stated, the Indemnitors hereby assign,
pay the same where such premium or charge is annual,until the Surety shall transfer and convey to the Surety,all of their right,title,interest and estate in
be discharged and released from any and all liability and responsibility upon and to all of their property, whether reat, personal or mixed, tangible or
and from each such bond or matters arising therefrom, and until the intangible, wherever situated or of whatever nature and all interests and
Indemnitors shall deliver to the Surety at its principal office competent rights now owned or herein after acquired and if sold, the proceeds therefrom_
written evidence satisfactory to the Surety of its discharge from all liability on personal or mixed property shall include but not be limited to_
such bond or bonds.
1. All goods,consumer or otherwise_
2. The Indemnitors will indemnify and save the Surety harmless from and 2. Al commercial paper,negotiable or otherwise.
against every claim, demand, liability, cost, charge, suit, judgment and 3_ All monies, bank accounts and deposits, checking, savings or
expense which the Surety may pay or incur in consequence of having otherwise-
executed, or procured the execution of, such bonds, or any renewals or 4- All warehouse receipts, bills of lading and other documents of
continuations thereof or substitutes therefor,including,but not limited to attorney's title.
fees,investigative costs,etc.,whether on salary,retainer or otherwise,and the 5. All securities,investments or otherwise_
expense of procuring,or attempting to procure,release from lability,or in bringing 6. All accounts,receivable or otherwise.
suit to enforce the obligation of any of the indemnitors under this Agreement. 7. All contract rights_
In the event of payment by the Surety,the indemnitors agree to accept the voucher 8. All equipment,machinery,tools and plant(s).
or other evidence of such payment as prima facie evidence of the propriety thereof, 9_ +Ail fumfhrre and fixtures-
and or the Indemnitors'liability therefor to the Surety plus interest from the date 10_ All general intangibles.
of Surety's payment- 11- All hum products.
12. Al inventory_
3. if the Surety shall set up a reserve to cover any claim, suit or judgment 13- All property described in Article 9 of the Uniform Commercial Code in
under any such bond, the Indemnitors will, Immediately upon demand, which the Indemnitor presently has or hereafter obtains an Interest
deposit with the Surety a sum of money equal to such reserve,such sum to be 14. All monies due or to become due the Principal under or as a result of
held by the Surety as colateral security on such bond, and such sum and any the contract covered by the bond herein or hereinafter applied for,
other money or property which shall have been, or shall hereafter be, pledged including but not limited to, progress payments, deferred payments,
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retained percentages,compensation for extra work and proceeds of name to execute and deliver any and all additional or other assignments,
damage claims.To implement the foregoing,the Indemnitor hereby instruments or documents deemed necessary or desirable by the Surety(I)to
authorizes the Surety to endorse In the name of the Payee,and to vest in the Surety absolute title to any and all monies, property and rights
attest any checks,drafts,warrants or other instruments made or hereby assigned, and(ti) to provide the protection and rights to the Surety
Issued In payment of any such sums and to disburse the proceeds contemplated by all of the provisions of this Agreement_
thereof.
15. All right,title and interest of the Principal in all supplies,tools,plant, 13_ This Agreement may be terminated by the Indemnitors, or any one or
equipment and materials of every nature and description that may more of the parties so designated,upon written notice to the Surety not less
now or hereafter be in,on or around the site of,or the work under,the than 10 days,but any such notice of termination shall not operate to modify,
contract covered by the bond and materials purchased or ordered bar or discharge the liability of any party hereto,upon or by reason of any and
for the performance of said contract whether in process of construc- all such obligations that may be then in force.
tion,in transit to the site,or in storage elsewhere.
16. All right,title and interest of the Principal In and to all sub-contracts 14. Indemnitors agree that their liability shall be construed as the liability of a
covered by bond, any extension,or alteration thereto as well as all compensated Surety, as broadly as the liability of the Surety Is construed
right,title and interest of the Principal in and to all surety bonds toward its obligee.
covering such sub-contracts or purchase orders.
17. All actions,causes of action,claims and demands whatsoever which 15_ The Principal will immediately notify the Surety in writing at its principal
the Principal has against any sub-contractor,taborer,or any person office of any suit,action or proceeding growing out of or relating to any Bond
furnishing or agreeing to furnish or supply labor,material,supplies, Issued hereunder-
machinery, tools or other equipment in connection with or on
account of the contract covered by the bond and against any 16. The Indemnitors hereby acknowledge that this is a continuing agree-
surety(ies) of any such sub-contractor, laborer or materialman_The ment and is intended to cover whatever bonds may be executed by the Surety
Surety is authorized to assert and prosecute any right or claim on behalf of the Indemnitors,or any one of them,from time to time,and over an
assigned, transferred or conveyed in the name of the Indemnitor on indefinite period of years, until this Agreement shall be cancelled in
such terms as it considers reasonable under the circumstances_The accordance with the terms hereof. Any separate applications shall be
Surety may sell any property assigned to it pursuant to this considered supplemental to,and not in lieu of,this Agreement of Indemnity.
Agreement at Public or Private Sale without notice at any time or
place without Incurring any liability of any kind_ The Surety shall not 17. At the Surety's option,monies due or to become due the Indemnitor from
be obligated to perform or discharge the terms, covenants or any Company In the Old Republic International General Insurance Group,through
conditions on the part of the Indemnitor In connection with any insurance proceeds or bonding payments may be utilized to pay or help pay obli-
matter or thing assigned_ gations incurred under this Agreement as an offset.
6. The Surety shall have the exclusive right to determine for Itself and the 18. Indemnitor agrees that this Agreement shall be deemed to have been made
Indemnitors whether any claim or suit brought against the Surety or the In the State of Incorporation of the Surety. The Surety at its option shall be enti-
Principal upon any such bond shall be settled or defended and its decision tied to enforce this Agreement by an action, arbitration or proceeding brought
shall be binding and conclusive upon the Indemnitors_ in the said State of Incorporation or In the State where Surety's principal office
is located,and Indemnitor agrees that in any such action,arbitration or proceeding
7. That it shall not be necessary for the Surety to give the Indemnitors,or he will be subject to the jurisdiction of any court of competent jurisdiction in the
any one or more of them,notice of the execution of any such bonds,nor of any said State of Incorporation and in the State where Surety's principal office is,
fact or information coming to the notice or knowledge of the Surety affecting located,and service of process may be made on Indemnitor in any manner then
its rights or liabilities,or the rights or liabilities of the Indemnitors under any permitted, and that venue shall be proper and convenient in the County in which
such bond executed by Surety,notice of all such being hereby expressly waived. Surety's principal office may be located. Interpretation and enforcement of this
Agreement, at the option of Surety, shall be governed by the laws of the said
8. In the event of any claim or demand being made by the Surety against the State of Incorporation (excluding conflict of laws principles)_ For the purposes
Indemnitors,or any one or more of the parties so designated,by reason of the of this agreement the principal office for the Surety shall be deemed to be located
execution of a bond or bonds,the Surety is hereby expressly authorized to in Brookfield,Waukesha County,Wisconsin_
settle with any one or more of the Indemnitors individually,and without
reference to the others,and such settlement or composition shall not affect 19_ The Surety and its attorneys are hereby authorized,without notice to the
the liability of any of the others,and we hereby expressly walve the right to be Indemnflor,to record or file this document as is,or at the Surety's option to
discharged and released by reason of the release of one or more of the joint make schedules of property assigned under this Agreement,real and/or
debtors,and hereby consent to any settlement or composition that may personal and/or mixed, and t o attach the same hereto at any time and the
hereafter be made_ same when attached shall by this reference be incorporated herein and made
a part of this assignment and when made and attached the Surety and its
9_ The Surety at its option may decline to execute or participate in,or attorneys are authorized without notice to the Indemnitor to file or record a
procure the execution of,any such bonds without Impairing the validity of this copy of same under any provisions of law governing such The Surety may,in
General Agreement of Indemnity. conjunction with the aforementioned filing or recording or in lieu thereof,
perfect its interest in such property at any time without notice to the
10. If the Surety procures the execution of such bonds by other sureties,or Indemnitor by exercising its power of attorney granted in this document and
executes such bonds with cosureties,or reinsures any portion of such bonds by executing and recording a Quit Claim Deed or filing and/or recording a
with reinsuring sureties,then all the terms and conditions of this Agreement Financing Statement or any other similar document in its favor. In exercising
shall apply and operate for the benefit of such other sureties,cosuretles and these rights the Surety shall not,in anyway,abrogate,restrict or limit its rights
?insurers as their interest may appear_ under this Agreement or under any law, or in equity. This Agreement
constitutes a security agreement to the Surety and a Financing Statement in
11_ The liability of the Indemnitors hereunder shall not be affected by the accordance with the provisions of the Uniform Commercial Code_ The Surety
failure of the Principal to sign any such bond,nor by any claim that other may make such additions as necessary to permit its filing as a Financing
indemnity or security was to have been obtained,nor by the release of any Statement under such Code.The indemnitor will,on demand,deliver such
indemnity,or the return or exchange of any collateral that may have been future instruments as required by the Surety_ The Indemnitor specifically
obtained and if any party signing this Agreement is not bound for any reason, empowers and authorizes the Surety to rile and record a copy of this
this Agreement shall stili be binding upon each and every other party. instrument certified by an authorized representative of the Surety that It is a
true and correct copy_
12. Each of the Undersigned hereby irrevocably nominates,constitutes,
appoints and designates the Surety or any person or persons designated by
the Surety as his attorney-in-fact with the right to exercise all of his rights
assigned,transferred and set over to the Surety by this Agreement,and in his
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AGREEMENT Page 3 of 4
FAIR CREDIT REPORTING ACT NOTICE. This notice is given to comply with the Federal Fair Credit Reporting Act (Public law 91-508) and any similar state
law which is applicable_ As part of our underwriting procedure,a routine inquiry may be made which will provide information concerning character,general repu-
tation,personal characteristics and erode of living. Upon request,additional information as to the nature and scope of the report,if one is made,will be provided.
WE HAVE CAREFULLY READ THIS ENTIRE AGREEMENT_ WE UNDERSTAND THAT THIS AGREEMENT MAY NOT BE CHANGED OR
MODIFIED ORALLY AND THAT NO CHANGE OR MODIFICATION SHALL BE EFFECTIVE UNLESS MADE BY WRITTEN ENDORSEMENT
EXECUTED TO FORM A PART HEREOF.
IN WITNESS WHEREOF we have signed and seated this Agreementto be effective the 9th
day of May 2017
INSTRUCTIONS FOR COMPLETION
1- Signature for Corporation must be by President or Vice PresideriL
2. Corporate signature must be attested by Secretary or Assistant Secretary.
3. Corporate seal must be affixed.(if no seat,so state.)
4_ Address of Corporation must be shown_
5. Each individual signature must be witnessed by a disinterested third party_
6. Each individual signing as an indemnilor must show home address_
7. All��signatures must be notarized in appropriate space on reverse side of agreement.
CORPORATE ECRETARYI I( i INDEMNITOR:CORPORATE
By:: I�l�t/ tatty of Oshkosh SEAL
Pamela R. Ubri ,_ City.C1 e'rk By:
Mark A.Rohloff,City Manager
P_O.Address 215 Church Avenue,PO Box 1130
Street
Oshkosh Wl 54962-1130
City State Zip Code
CORPORATE SECRETARY INDEMNITOR:CORPORATE
(SEAL)
By:
P.O.Address
Street
City Slate zip Code
ATTEST OR WITNESS INDEMNITOR:FlRh1 OR PARTNERSHIP
BY:
P.O-Address
Street
City State Zip Code
ATTEST OR WITNESS INDEMNITOR:INDIVIDUAL.
P_O.Address
Street
City State Zip Code
ATTEST OR WITNESS INDEMNITOR:INDIVIDUAL.
P.O_Address
street
City State zip Code
ATTEST OR WITNESS INDEMNITOR:INDIVIDUAL
P.O.Address
street
City state Zip Code
NOTARIAL ACKNOWLEDGEMENT-CORPORATE Page 4 of 4
STATE OF Wisconsin )
'��`I� i )SS
COUNTY OF c}J+NNC. }
On this `7 day of MM M in the year 2017 before me personally appeared
Mark A.Rohtoff
personally known to me(or proved to me on the basis of satisfactory evidence)to be the person who executed the within instrument as City Manager
on behalf of the corporation therein named and acknowledged to me that the corporation executed it- qg
Title of Officer
�W
Notary Public
NOTARIAL ACKNOWLEDGEMENT-CORPORATE
STATE OF
)SS
COUNTY OF )
On this day of in the year before me personalty appeared
personally known to me(or proved to me on the basis of satisfactory evidence)to be the person who executed the within Instrument as
on behalf of the corporation therein named and acknowledged to me that the corporation executed it. Tile of Officer
Notary Public
NOTARIAL ACKNOWLEDGEMENT-FIRM OR PARTNERSHIP
STATE OF )
)SS
COUNTY OF )
On this day of in the year ,before me personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on behalf of the partnership and
acknowledged to me that the partnership executed it.
Notary Public
NOTARIAL ACKNOWLEDGEMENT-INDIVIDUAL
STATE OF )
)SS
COUNTY OF )
On this day of in the year before me personalty appeared
personally known tome(or proved tome on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that
he (she or they)executed it
Notary Public
NOTARIAL ACKNOWLEDGEMENT-INDIVIDUAL
STATE OF )
)SS
COUNTY OF }
On this day of in the year before me personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that
he (she or they)executed it
ORSC 21359(9-93)
Notary Public