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California Destruction Bond Program
Short Form Electronic Indemnity Agreement
General Indemnity Agreement
BY CLICKING “I ACCEPT” AT THE END OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT INDEMNITORS HAVE READ THIS AGREEMENT, THAT INDEMNITORS UNDERSTAND IT AND ITS TERMS AND CONDITIONS, AND THAT INDEMNITORS AGREE TO BE BOUND LEGALLY BY IT AND ITS TERMS AND CONDITIONS.
This General Indemnity Agreement (“Agreement”) is made and entered into by the applicant, Principal, and indemnitors named in the application, their personal representatives, heirs, successors, and assigns (individually and collectively, the “Indemnitors”).
Whereas, the Indemnitors hereby request, have requested, and/or will request Continental Heritage Insurance Company and its agents, representatives, co-sureties, re-insurers, any of their direct or indirect affiliates or subsidiaries, their successors and assigns, and any company joining any such companies in executing any Bonds (individually and collectively, the “Surety”), to execute or procure bonds, undertakings, guarantees, and/or contractual obligations, including renewals, endorsements, reinstatements, replacements and extensions thereof, whether before or after the date of this Agreement (individually and collectively, the “Bonds”) on their behalf or on behalf of any directly or indirectly owned or controlled subsidiaries or affiliates, whether alone or in joint venture with others whether or not named herein, and any corporation, partnership or person (individually and collectively, the “Principal”).
Now, therefore, in consideration of Surety executing the Bonds, Indemnitors hereby agree with, warrant and represent to, and bind themselves jointly and severally to Surety as follows:
1. Indemnitors shall pay Surety, promptly upon demand, all premiums, costs, and charges for any Bonds requested from and/or issued, renewed, extended, modified, or substituted by Surety until Surety shall be discharged or released from any and all liability and responsibility under any Bonds, and all matters arising therefrom, and until competent written legal evidence of such discharge or release, satisfactory to Surety, is furnished to Surety.
2. Indemnitors agree that Surety shall have the right to decline, for any reason whatsoever, any or all Bonds herein applied for.
3. Indemnitors warrant and represent that the questions answered and information furnished in connection with the application are true, accurate, and complete. The application materials, forms, questions, answers, and any information or materials furnished in connection with the application are hereby incorporated into this Agreement by reference. Indemnitors agree that Surety may verify this information at the time of application and as needed, on an ongoing basis and to obtain additional information from any source, including obtaining credit reports at the time of application, in any review or renewal, at the time of any potential or actual claim, or for any other legitimate purposes as determined by Surety in its reasonable discretion.
4. Indemnitors, jointly and severally, hereby agree faithfully to perform and discharge, or see to the faithful performance and discharge of each and every obligation imposed on them or any of them (a) by each and every Bond issued by Surety for the Principal, (b) by each and every obligation or requirement under any law and regulation associated with any Bond or permit or license issued by any federal, state, or local agency for which Surety issues any Bond (“Bonded License”), and (c) by each and every provision of this Agreement. Accordingly, Indemnitors further agree to exonerate, save harmless, indemnify, and keep indemnified Surety and its agents and representatives from and against ANY AND ALL LOSS WHATSOEVER. As used herein, the term “Loss” or “Losses” shall include, but not limited to, all demands, claims, liabilities, damages, costs, charges, fees, expenses, suits, orders, judgments, adjudications, unpaid premiums, breach or violation of this Agreement, and any other Losses of whatever nature or kind, which Surety pays or incurs, plus interest at the highest legal rate thereon, or for which Surety becomes liable or has reason to believe it is, may be, or may become liable (whether or not Surety shall have paid out any sums on account of such Losses), for any reason whatsoever, in connection with or relating to this Agreement, any Bond, or any Bonded License.
5. To secure their faithful performance of this Agreement, Indemnitors hereby grant Surety a security interest (“Security Interest”) in and to any of their respective property, real and personal, tangible and intangible, now owned or hereafter acquired, including all products, proceeds, income and receipts therefrom and increases and appreciation thereon (collectively, “Collateral”), and each Indemnitor hereby represents, warrants and convents as follows: 1) Indemnitors may not consume, sell, dissipate, transfer, pledge or otherwise dispose of the assets or property which are the subject of this Security Interest without the prior written consent of Surety unless such assets or property are ordinarily consumed or sold in the normal course of Indemnitors’ business; 2) Indemnitors agree that this Agreement constitutes a Security Agreement and also a Financing Statement within the meaning of the Uniform Commercial Code (UCC); 3) If a Loss occurs, Surety shall have and may at its option exercise all of the powers, rights, and remedies of a Secured Party under the UCC; and if Surety desires to dispose of any assets or property coming into its possession pursuant to this section, Surety shall give Indemnitors five days notice, which Indemnitors hereby agree shall be sufficient; 4) Upon the termination of this Agreement, and all liability hereunder with respect to any Indemnitor, the Security Interest granted herein by that Indemnitor shall be deemed null and void and Surety shall release its Security Interest in the assets and property of that Indemnitor; 5) Indemnitors shall provide to Surety all documents as Surety may require to perfect the Security Interest and to exercise its right as a Secured Party under the UCC.
6. Indemnitors upon demand of Surety, at any time and for any reason whatsoever, shall deliver to Surety collateral in the form and amounts acceptable to Surety in its sole and absolute discretion. Any acceptable collateral provided to Surety by the Indemnitors or any third party or the proceeds thereof, in whole or in part, may be held in the name of Surety and applied to any obligations of Indemnitors under this Agreement. Surety shall not have any obligation to release such collateral until it has received a written release and conclusive evidence of its discharge without loss in the form and substance satisfactory to the Surety with respect to the Bonds and fulfillment by Indemnitors of all obligations owed under this Agreement. Indemnitors agree that their failure to immediately deposit with Surety any sums demanded under this section shall cause irreparable harm to Surety for which it has no adequate remedy at law, and Surety shall be entitled to injunctive relief for specific performance of such obligation.
7. Surety in its sole discretion and without notice to Indemnitors, is hereby authorized but not required from time to: (a) make or consent to any change in any Bonds or to issue any substitutes for any renewal thereof, and this instrument shall apply to such substituted or changed Bonds or renewal; (b) take such action as it may deem appropriate to prevent or minimize loss under any Bonds, including but not limited to steps to procure discharge from liability under any Bonds, and (c) have the exclusive right to adjust, settle, or compromise any claims, demands, suits or any other proceedings arising under any Bonds and, with respect to any such claims, demands, suits or any other proceedings to take any action it may deem appropriate and any adjustment, settlement or compromise made or action taken by Surety shall be conclusive against and binding upon Indemnitors. In the event of any payment by Surety, an itemized statement of the amount of any such payment sworn to by any officer or authorized representative of Surety shall be prima facie evidence of the fact and the amount of such payment and of the extent of the liability of Indemnitors to Surety, and, in the absence of actual fraud or bad faith amounting to dishonesty or malicious conduct, shall be final, conclusive and binding upon Indemnitors.
8. Each of the Indemnitors agrees to pay the full amount of the foregoing regardless of (a) the failure of the principal or any applicant or indemnitor to sign any Bond or (b) any claims that other indemnity, security or collateral was to have been obtained or (c) the release, return or exchange by Surety with or without the consent of Indemnitors, of any indemnity, security, or collateral that may have been obtained or (d) the fact that any of the Indemnitors are not bound for any reason.
9. Indemnitors hereby expressly waive notice from Surety of any claims or demand made against Surety or the principal under any Bonds or of any information Surety may receive concerning the principal, any contract, or bond. Surety shall have the right to decline any or all Bonds herein applied for and shall have the right to withdraw from or cancel the same at any time, all without incurring any liability to Indemnitors.
10. Whenever used in this instrument the plural term shall include the singular and the singular shall include the plural, as the circumstances require. If any provision of this Agreement is held unenforceable or deemed invalid for any reason, such determination shall not affect the enforceability or validity of any other provision of this Agreement, which will remain in full force and effect as though such provision, or portion thereof, were omitted. A duplicate or facsimile copy or electronic copy of this Agreement shall be considered an original and shall be admissible in a court at law to the same extent as an original copy.
11. In consideration of the execution by Surety of the suretyship herein applied for, each of the Indemnitors, jointly and severally, agree to be bound by all of the terms of the foregoing indemnity agreement acknowledged and entered into by the applicant, as fully as though each of the Indemnitors were the sole applicant, and admit to being financially interested in the performance of the obligation, which the suretyship applied for is given to secure.
12. The signatory to this Agreement represents and warrants he/she has full power and authority to enter into this Agreement on behalf of the Indemnitors.
13. This Agreement can be terminated by the Indemnitors effective upon 30 days written notice sent by registered mail to the Surety at its home office, 6140 Parkland Blvd, Suite 321, Mayfield Heights, OH, 44124, but any such notice of termination shall not operate to modify, bar, or discharge the Indemnitors as to any Bonds executed or approved prior to the effective date of such termination, and this Agreement shall remain in full force and effect as to all such Bonds.
14. The rights, powers and remedies given to Surety under this Agreement shall be and are in addition to, and not in lieu of, any and all other rights, powers, and remedies which Surety may have or acquire against Indemnitors or others, whether by the terms of any agreement or by operation of law or otherwise. Indemnitors shall continue to remain bound under the terms of this Agreement even though Surety may have heretofore or may hereafter accept or release any Indemnitors or other agreements of indemnity or collateral.
15. This agreement shall be governed by and construed in accordance with the laws of the State of Ohio. Each Indemnitor hereby consents to service of process, and consents and submits to the sole and exclusive jurisdiction of and venue in the Court of Common Pleas for Cuyahoga County, Ohio, any other state court of Ohio sitting in Cleveland, Ohio and the United States District Court, Northern District of Ohio, Eastern Division, with respect to any and all actions relating to the Agreement.
16. This Agreement may not be changed or modified orally. No change or modification shall be effective unless agreed to in writing by a duly authorized officer of Surety as an amendment hereto. This Agreement constitutes the entire agreement among the Parties, and there are no other understandings or agreements, conditions or qualifications relative to this Agreement. Indemnitors acknowledge and warrant that no oral representations have been made to them by or on behalf of Surety to induce them to sign this Agreement.
INDEMNITORS HAVE READ AND UNDERSTOOD THE FOREGOING AGREEMENT AND AGREE TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. PLEASE MANIFEST YOUR ASSENT TO THIS AGREEMENT BY CLICKING ON THE APPROPRIATE LINK BELOW.
