UNITED STATES FIDELITY AND GUARANTY COMPANY
FIDELITY AND GUARANTY INSURANCE COMPANY
FIDELITY AND GUARANTY INSURANCE
UNDERWRITERS, INC.
MASTER SURETY AGREEMENT
This AGREEMENT is made and entered into by:
DualStar Technologies Corporation, 00-00xx 00xx Xxxxxx, Xxxx Xxxxxx Xxxx, XX
00000, 00-0000000
Centrifugal Associates, Inc., 00-00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000,
00-0000000
Centrifugal Service, Inc., 00-00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000,
00-0000000
Centrifugal Mechanical Associates, Inc., 00-00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx Xxxx,
XX 00000,00-0000000
Mechanical Associates, Inc., 00-00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000,
00-0000000
High-Rise Electric, Inc., 00-00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000,
00-0000000
Property Control, Inc., 00-00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000,
00-0000000
The Automation Group, Inc., 00-00 00xx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000,
00-0000000
Trident Mechanical Systems, Inc., 00-00 Xxxxxxx Xxxxxx, Xxxx Xxxxxx Xxxx, XX
00000, 00-0000000
Grace Systems Technologies, Inc., 00-00 00xx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000,
00-0000000
DualStar Communications, Inc., 00-00 00xx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000,
00-0000000
Integrated Controls Enterprises, Inc., 00-00 00xx Xxxxxx, Xxxx Xxxxxx Xxxx, XX
00000, 00-0000000
In favor of UNITED STATES FIDELITY AND GUARANTY COMPANY, FIDELITY AND GUARANTY
INSURANCE COMPANY, FIDELITY AND GUARANTY INSURANCE UNDERWRITERS, INC., and any
and all affiliated, associated and subsidiary companies thereof, now existing or
hereafter created, assumed or otherwise acquired (hereinafter referred to as
"SURETY"), their successors and assigns.
In this AGREEMENT the words BOND, PERSON, UNDERSIGNED and PRINCIPAL are
defined:
BOND: (1) Contract of suretyship, guaranty or indemnity; (2) the
continuation, extension, alteration, renewal or substitution of such
contract; (3) a letter from SURETY to a PERSON or PRINCIPAL wherein
SURETY represents to such PERSON or PRINCIPAL that it is prepared and
willing to execute in behalf of PRINCIPAL the BOND(S) required by such
PERSON'S invitation for bids or proposals and referred to herein as a
BID LETTER.
PERSON: Individual(s), partnership(s), association(s), corporation(s)
or any other legal or commercial entity(ies);
UNDERSIGNED: PERSON(S) who execute this AGREEMENT;
PRINCIPAL: One or more UNDERSIGNED or any partnership, association,
corporation or other legal or commercial entity in which UNDERSIGNED
have a substantial, material and/or beneficial interest to the extent
that the partnership, association, corporation or other legal or
commercial entity would be considered a subsidiary, associated or
affiliated company of UNDERSIGNED who, alone or with other PERSON(S),
have secured, or may secure the performance and fulfillment of
obligations by BOND(S) (whether or not required to do so by statute,
ordinance, contract, order of court, rule of court, or otherwise),
executed, provided, or procured by SURETY.
In consideration of SURETY'S:
(1) heretofore having executed, provided or procured BOND(S) in
behalf of PRINCIPAL; or
(2) receiving requests for BOND(S) from UNDERSIGNED and
determining whether or not SURETY will execute, provide or
procure the BOND(S) requested; or
(3) hereafter executing, providing or procuring BOND(S) in
behalf of PRINCIPAL;
UNDERSIGNED covenant and agree that:
I.
(A) This AGREEMENT binds UNDERSIGNED and the heirs, personal
representatives, successors and assigns thereof, jointly and
severally, to SURETY in connection with all BOND(S) heretofore or
hereafter executed, provided or procured by SURETY in behalf of
PRINCIPAL in any penal sum and in favor of any obligee(s);
(B) This AGREEMENT shall not be construed as an offer by UNDERSIGNED
to indemnify SURETY which SURETY must accept prior to its
executing, providing or procuring BOND(S) n behalf of PRINCIPAL,
but shall be construed
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as part of the consideration on which SURETY has relied or will
rely in executing, providing or procuring BOND(S) in behalf of
PRINCIPAL;
(C) SURETY has relied up on and will rely on the covenants and
agreements of UNDERSIGNED as consideration for the BOND(S)
executed, provided or procured in behalf of PRINCIPAL;
(D) This AGREEMENT inures to the benefit of any co-surety or
reinsurer of SURETY in said BOND(S) and in the event SURETY
procures the execution of BOND(S) by other sureties, this
AGREEMENT shall inure to the benefit of such other sureties.
II. UNDERSIGNED will pay or cause to be paid to SURETY, its successors and
assigns, the premium charged or to be charged by SURETY for executing,
providing or procuring BOND (S) for PRINCIPAL.
III. (A) UNDERSIGNED shall exonerate, hold harmless, and keep indemnified
SURETY from and against any and all demands, claims, liabilities,
losses and expenses of whatsoever kind or nature (including but
not limited to, interest, court costs and counsel fees) imposed
upon, sustained, or incurred by SURETY by reason of (1) SURETY
having executed, provided or procured BOND(S) in behalf of
PRINCIPAL, or (2) UNDERSIGNED'S failure to perform or comply with
any of the provisions of this AGREEMENT;
(B) In order to exonerate hold harmless, and indemnify SURETY,
UNDERSIGNED shall upon demand of SURETY, place SURETY in funds
before SURETY makes any payment; such funds shall be, at SURETY'S
option, money or property, or liens or security interests in
property. (The amount of such money or property or the value of
the property to become subject to liens or security interests,
shall be determined by Surety).
(C) SURETY may reduce the amount of UNDERSIGNED'S liability to SURETY
hereunder by applying to such liability any money payable to
UNDERSIGNED by SURETY; (Such Liability may arise from
UNDERSIGNED'S as obligation to exonerate, to hold harmless and to
indemnify SURETY and may be liquidated or unliquidated; and the
"money payable to UNDERSIGNED" may be, but is not limited to, any
money payable to SURETY as an insurer of UNDERSIGNED or another
PERSON to return to UNDERSIGNED an unearned or other premium or
to settle a claim of UNDERSIGNED against SURETY or a PERSON
insured by SURETY.)
IV. (A) The liability of UNDERSIGNED hereunder shall extend to and
include all amounts paid by SURETY in good faith under the belief
that: (1) SURETY was or might be liable therefor; (2) such
payments were necessary or advisable to protect any of SURETY'S
rights or to avoid or lessen SURETY'S liability or alleged
liability;
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(B) The liability of UNDERSIGNED to SURETY shall include interest
from date of SURETY'S payments at the maximum rate permitted in
the jurisdiction in which this AGREEMENT is enforced, or is
enforceable;
(C) The voucher(s) or other evidence of such payment(s) or an
itemized statement of payment(s) sworn to by an officer of SURETY
shall be prima facie evidence of the fact and extent of the
liability of UNDERSIGNED to SURETY.
V. (A) Separate suits may be brought hereunder as causes of action
accrue, and the bringing of suit or the recovery of judgment upon
any cause of action shall not prejudice or bar the bringing of
other suits upon other causes of action, whether theretofore or
thereafter arising;
(B) Each UNDERSIGNED is the agent for all UNDERSIGNED for the purpose
of accepting service of any process in the jurisdiction in which
the UNDERSIGNED accepting the process resides, is domiciled, is
doing business or is found;
(C) In the event SURETY should file suit at law or-in equity to
enforce the terms of this AGREEMENT, SURETY shall be entitled to
recover its own reasonable attorney's fees and expenses from
UNDERSIGNED in connection with such suit.
VI. When BOND(S) secure the performance and fufillment of contracts,
PRINCIPAL and UNDERSIGNED, agree that
(A) (1) SURETY has the rights of indemnification, exoneration and
subrogation; and (2) SURETY'S rights of indemnification,
exoneration and subrogation may be enforced as provided by
applicable law or, at option of SURETY, as follows:
for BOND(S) other than completion and subdivision bonds, as defined by
SURETY:
(a) with respect to each specific contract secured by BOND(S),
all money and property representing the consideration for
the contract is dedicated for: (i) the performance of the
contract; (ii) the payment of obligation(s) to
subcontractor(s), laborer(s) and supplier(s) of material(s)
and service(s) incurred or to be incurred in the performance
of the contract for which SURETY is liable under BOND(S);
and (iii) the satisfaction of the obligations herein and all
other indebtednesses and liabilities of PRINCIPAL or
UNDERSIGNED to SURETY;
(b) to partially implement this dedication SURETY may, in its
sole discretion, demand that PRINCIPAL request delivery of
the consideration for the contract to a bank designated by
SURETY for deposit of the proceeds of the consideration for
the contract(s) in an account in the name of PRINCIPAL
designated as a "Special Account" and withdrawal(s) from
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said "Special Account' shall be by check(s) payable to the
beneficiaries of this dedication, signed by a representative
of PRINCIPAL and by a representative of SURETY;
(c) this dedication may be implemented in any other manner
provided at law or in equity.
(B) In the event of (1) any breach of any of the agreements herein;
(2) any breach, delay or default in any contract secured by
BOND(S); (3) any breach or default of BOND(S); (4) any change or
threat of change in the character, identity, control, beneficial
ownership or existence of PRINCIPAL; (5) any assignment by
PRINCIPAL for the benefit of creditors; (6) the appointment of a
receiver or trustee or any application for appointment of a
receiver or trustee for PRINCIPAL, whether insolvent or not; (7)
any proceedings or the exercise of any rights by any PERSON which
deprives or impairs PRINCIPAL's use of its plant, machinery,
equipment, plans, drawings, tools, supplies or materials; (8)
upon the happening of any event other than those specified in (1)
through (7) and completely different from those events, which, in
its sole opinion, reasonably believes it would expose SURETY to
loss, cost or expense;
(a) SURETY shall have the right, in its discretion, to take
possession of any part or all of the work under contract(s)
secured by BOND(S) (together with plant, machinery,
equipment, job books and records, plans, drawings, tools,
supplies or material wherever located and owned or useable
by PRINCIPAL) and, at the expense of UNDERSIGNED, to
complete or cause completion of any such work, or relet or
consent to the reletting or completion of such contract(s),
and;
(b) SURETY is authorized and empowered to assert, pursue and
prosecute, in its discretion, and at the expense of
UNDERSIGNED (in the name of PRINCIPAL or in the name of
SURETY), all claim(s) of PRINCIPAL arising or growing out of
contract(s) and work done thereunder secured by BOND(S)
against: (i) Obligee(s) in BOND(S); or (ii) any PERSON,
government or governmental agency. (The authority and power
to prosecute said claim(s) is deemed to include the
authority to settle said claim(s) or any part thereof, and
will notify UNDERSIGNED; and the money or property awarded
by Obligee(s) representative, a judicial or quasi-judicial
officer or a panel or board, or the money or property to
become due in settlement of said claims is deemed to be a
portion of the "money or property representing the
consideration for the contract" and subject to the
dedication in sub-paragraph (A) of this paragraph).
VII. (A) UNDERSIGNED are not obligated to request SURETY to execute,
provide or procure BOND(S) required of them in the performance
and fulfillment of obligations;
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(B) SURETY has the right to decline to execute, provide or procure
BOND(S) requested by PRINCIPAL;
(C) If SURETY executes, provides or procures a bid or proposal bond
or furnishes a BID LETTER in behalf of PRINCIPAL, SURETY has the
right to decline to execute the final BOND(S) (including, but not
limited to, performance, payment or maintenance bond(s)) that may
be required in connection with any award that may be made under
the bid, proposal or tender for which the bid or proposal bond is
given.
VIII. UNDERSIGNED shall not be relieved of liability hereunder by any change,
addition, substitution, continuation, renewal, extension, successor or
new obligation in connection with BOND(S) or any contract(s) secured
thereby, whether known or consented to by SURETY, and notice of
SURETY'S consent is hereby waived.
IX. (A) SURETY'S rights hereunder shall be deemed to be cumulative with,
and in addition to, all other rights of SURETY, however derived;
(B) SURETY is not required to exhaust its remedies or rights against
PRINCIPAL or to await receipt of any or final dividends from the
legal representative(s) of PRINCIPAL before asserting its rights
hereunder against UNDERSIGNED;
(C) This AGREEMENT shall be liberally construed so as to protect,
hold harmless exonerate and indemnify SURETY.
X. (A) At any time during business hours until such time as (1) the
liability of SURETY under BOND(S) is terminated or (2) SURETY is
fully reimbursed all its losses, costs and expenses as a result
of having executed, provided, or procured BOND(S) in behalf of
PRINCIPAL, SURETY shall have access to the books, records and
accounts of UNDERSIGNED;
(B) When requested by SURETY, banks, depositories, obligees in
BOND(S), materialmen, supply houses, or other PERSON(S) are
hereby authorized to furnish SURETY any information requested
with respect to PRINCIPAL or UNDERSIGNED.
XI. (A) There shall be no waiver, modification or change of the terms of
this AGREEMENT without the written approval of an officer of
SURETY.
(B) If an UNDERSIGNED previously executed an agreement of indemnity
or MASTER SURETY AGREEMENT in favor of SURETY and upon which
SURETY relied when it executed, provided or procured BOND(S) in
behalf of any PERSON as PRINCIPAL, SURETY'S acceptance of this
AGREEMENT neither terminates such agreement of indemnity or
MASTER SURETY AGREEMENT nor relieves such UNDERSIGNED from
liability to SURETY thereon in connection with such BOND(S).
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(C) This AGREEMENT may be terminated as to any UNDERSIGNED upon
written notice given to SURETY by such UNDERSIGNED or such
UNDERSIGNED'S legal representatives or successors by Registered
or Certified Mail addressed to SURETY at its Home Office in
Baltimore, Maryland;
(D) If an UNDERSIGNED: (1) dies; (2) becomes physically or mentally
disabled to the extent that he or she is unable to perform the
duties of owner, partner, officer or employee of an UNDERSIGNED
which is or may become PRINCIPAL in BOND(S); (3) terminates his
or her marriage by annulment, or divorce; or (4) sells or
disposes of his or her interest in an UNDERSIGNED which is or may
become PRINCIPAL in BOND(S); this AGREEMENT may be terminated as
to such UNDERSIGNED upon receipt by SURETY at its Home Office in
Baltimore, Maryland, of written notice of such death, disability,
annulment, divorce, sale or disposition (such written notice
shall be given as specified in Subparagraph XI (C));
(E) Termination of this AGREEMENT pursuant to Subparagraph XI(C) or
XI(D) shall not be effective until thirty (30) days after receipt
of said written notice by SURETY;
(F) Termination of this AGREEMENT pursuant to Subparagraph XI(C) or
XI(D) shall not relieve any UNDERSIGNED from liability to SURETY
arising out of BOND(S) executed, provided or procured by SURETY
in behalf of PRINCIPAL prior to the effective date of such
termination and for which this AGREEMENT is part of the
consideration on which SURETY relied in executing, providing or
procuring such BOND(S)
(G) UNDERSIGNED agree to be bound with any additional UNDERSIGNED who
execute this AGREEMENT after the date of execution of this
agreement, jointly and severally, to SURETY, with prior notice
from SURETY, and agrees to assume all the rights, liabilities and
obligations of an UNDERSIGNED of this AGREEN4ENT. The rights,
liabilities and obligations of an additional UNDERSIGNED shall be
the same as those set forth in this AGREEMENT as though such
person were an UNDERSIGNED on the .
XII. In the event that the execution of this AGREEMENT by any one or more of
UNDERSIGNED is defective or invalid for any reason, such defect or
invalidity shall have no effect upon the validity of this AGREEMENT as
to any other UNDERSIGNED. Similarly, should any portion of this
AGREEMENT be deemed invalid or unenforceable, the remaining provisions
shall be valid and enforceable.
XIII. This AGREEMENT constitutes the entire AGREEMENT between the parties and
all previous representations, negotiations, discussions and promises
concerning SURETY'S willingness to provide, procure or execute bonds in
any specific amount, single limit or aggregate work program, or
concerning SURETY'S intention to enforce or retain from enforcing any
of the terms of this AGREEMENT or exempt any specific assets or waive
any of the terms hereof are hereby merged into this AGREEMENT.
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CAUTION!
READ BEFORE SIGNING
The UNDERSIGNED represent to the SURETY that they have carefully read the entire
AGREEMENT and that by executing this AGREEMENT they are bound to the SURETY with
respect to all BOND(S) executed, provided, or procured or to be executed,
provided or procured by SURETY in behalf of PRINCIPAL as defined on page 1.
IN WITNESS WHEREOF, the UNDERSIGNED who are individuals have hereunto set their
hand and seals, and the UNDERSIGNED who are partnerships, corporations or
unincorporated associations have caused this AGREEMENT to be duly executed by
their duly authorized representatives all on this 3rd day of November, 1997.
ATTEST: NAME: DualStar Technologies Corporation
/s/ Xxxxxxx X. Xxxxx By: /s/Xxxxxxx Xxxxx
------------------------------------ -------------------------------------
Secretary, Xxxxxxx X. Xxxxx Title: Xxxxxxx Xxxxx, President
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ATTEST: NAME: Centrifugal Associates, Inc.
/s/ Xxxxxx X. Xxxx By:/s/ Xxxxxxx X. Xxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxx X. Xxxx Title: Xxxxxxx X. Xxxxx, President
ATTEST: NAME: Centrifugal Service, Inc.
/s/ Xxxxxx X. Xxxxxx By:/s/ Elven X. Xxxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxx X. Xxxxxx Title: Elven X. Xxxxxx, President
ATTEST: NAME: Centrifugal/Mechanical Associates, Inc.
/s/ Xxxxxxx Xxxxx By:/s/ Xxxxxxx X. Xxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxxx Xxxxx Title: Xxxxxxx X. Xxxxx, President
ATTEST: NAME: Mechanical Associates, Inc.
/s/ Xxxxxxx Xxxxxxxx By:/s/ Xxxxxx Xxxxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxxx Xxxxxxxx Title: Xxxxxx Xxxxxxx, President
ATTEST: NAME: High-Rise Electric, Inc.
/s/ Xxxxxxxx Xxxx By:/s/ Xxxxx X. Xxxxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxxxx Xxxx TITLE: Xxxxx X. Xxxxxxx, President
ATTEST: NAME: Property Control, Inc.
/s/ Xxxxxx Xxxxxxx By:/s/ Xxxxxxx Xxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxx Xxxxxxx Title: Xxxxxxx Xxxxx, President
ATTEST: NAME: The Automation Group, Inc.
/s/ Xxxxxxx Xxxxxxxx By:/s/ Xxxxxxx XxXxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxxx Xxxxxxxx TITLE: Xxxxxxx XxXxxxx, President
ATTEST: NAME: Trident Mechanical Systems, Inc.
/s/ Xxxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxxx X. Xxxxxx TITLE: Xxxxx X. Xxxxxxxxx, President
ATTEST: NAME: Grace Systems Technologies, Inc.
/s/ Xxxxxxx X. X'Xxxxxxx By:/s/ Xxxxxx X. Xxxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxxx X. X'Xxxxxxx TITLE: Xxxxxx X. Xxxxxx, Xx., President
ATTEST: NAME: DualStar Commuications, Inc.
/s/ Xxxxxx X. Xxxxxx By:/s/ Xxxxxxx X. X'Xxxxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxx X. Xxxxxx, Xx. TITLE: Xxxxxxx X. X'Xxxxxxx, President
ATTEST: NAME: Integrated Controls Enterprises, Inc.
/s/ Xxxxxxxx Xxxx By:/s/ Xxxxx X. Xxxxxx
------------------------------------------ -----------------------------------------------
Secretary, Xxxxxxxx Xxxx TITLE: Xxxxx X. Xxxxxx, President
