Exhibit 10.13
BOND TO SECURE PREMIUM AND DEDUCTIBLE OBLIGATIONS
Bond Number: 19 S 103144565 BCM
KNOW ALL MEN BY THESE PRESENTS:
That Labor Ready, Inc., as principal ("Principal") and Travelers Casualty and
Surety Company of America as surety ("Surety"), are held and firmly bound unto
Reliance National Indemnity Company, Reliance National Insurance Company,
Reliance Insurance Company, United Pacific Insurance Company, Reliance Insurance
Company of Illinois, and Reliance National Insurance Company of California, and
each of its affiliates and subsidiaries, as obligee (herein collectively and
individually referred to as "Obligee") for the payment of the Obligations
(hereafter defined), up to the maximum penal sum of Twelve Million Five Hundred
Thousand and no/100 dollars ($12,500,000.00) lawful money of the United States
to payment of which sum, Principal and Surety hereby bind themselves, their
successors and assigns, jointly and severally, firmly by these presents.
WHEREAS, Obligee has issued certain insurance policies on behalf of the
Principal and has entered into certain other agreements with the Principal which
are described on Exhibit A hereto and as may be amended and/or renewed from time
to time (herein collectively referred to as the "Agreement(s)"), and:
WHEREAS, the Obligee requires security for all of the Principal's Obligations to
Obligee under each of the Agreements. For purposes of this Bond, "Obligation(s)"
is defined herein the same way as it is in the Agreements.
NOW, THEREFORE, if and when the Obligations shall be fully and finally paid and
satisfied this Bond shall be null and void; otherwise this Bond shall remain in
full force and effect and Principal and Surety in any event agree as follows:
1) Within ten (10) business days of Surety's receipt of a demand for
payment under this Bond ("Demand"), Surety shall pay to the Obligee the
amount of such Demand. The Obligee's Demand to the Surety of the amount
due, either as security or for payment or for reimbursement pursuant to the
Agreement(s), shall be absolute proof of the existence and extent of the
liability of the Principal and the Surety to the Obligee hereunder. The
Obligee may present one or more Demands at any time in its sole discretion,
provided however, Surety shall not be obligated to pay an aggregate amount
in excess of the penal sum of the bond.
2) In the event that Obligee shall demand the entire penal sum of the Bond
under a Demand (less any previous amounts paid to Obligee under the Bond),
Obligee shall hold all funds ("Bond Collateral") received as security for
the Obligations and shall apply such funds to the Obligations from time to
time in its sole discretion. At such time as Obligee determines in its sole
discretion that all of the Obligations are fully and finally paid and such
payment is not subject to avoidance or other turnover, Obligee shall return
to the Surety the unapplied portion of the Bond Collateral. The Surety,
whether in its capacity as surety or subrogee of the Principal, waives, to
the fullest extent permitted by applicable law each and every right which
it may have to contest Obligee's computation of the Obligations or the
application of the Bond Collateral by the Obligee to the Obligations, and
waives, to the fullest extent permitted by applicable law, each and every
right which it may have to seek reimbursement, restitution or recovery of
any Bond Collateral. Obligee shall rot be required to (i) segregate Bond
Collateral from its general funds, (ii) hold or invest Bond Collateral in
an interest-bearing or income-producing investment or (iii) account to
Surety for interest or income in the event the same would be otherwise
attributable to Bond Collateral. The Principal shall not at any time have
any rights or property interests in this Bond, the Bond Collateral or other
proceeds of this Bond.
3) Failure to pay or reimburse the Obligee as herein provided shall cause
the Surety to be additionally liable for any and all reasonable costs and
expenses, including attorney's fees and interest, incurred by the Obligee
in enforcing this bond, such liability to be in addition to the bond
penalty.
4) Surety's obligations hereunder shall not be affected by (i) any failure
by Obligee to assert any claim or demand or to enforce any right or remedy
against Principal or its property, or any other party liable with respect
to the Obligations, (ii) any failure to perfect an interest in, or any
release, impairment or other diminution of, any collateral (including, but
not limited to, rights of recoupment or setoff) held by Obligee which
secures any of the Obligations, (iii) any matter or proceeding arising in
connection with any modification, limitation, discharge, assumption, or
reinstatement with respect to any Agreements or Obligations, (iv) any
modification of or amendment to any Agreements or Obligations without
Surety's consent or prior notification provided that, the penal sum of the
Bond may not be increased without the consent of Surety; however, failure
to give such consent will not prevent Obligee from drawing up to the full
amount of the Bond (less any previous amounts paid to Obligee under the
Bond) either as security or for payment or for reimbursement under the
Agreements, or (v) any other circumstances which might otherwise constitute
a legal or equitable discharge or defense for Surety.
5) This Bond shall become effective JANUARY 1, 1999 and shall remain in
full force and effect thereafter for a period of one year and will
automatically extend for additional one year periods from the expiry date
hereof, or any future expiration date, unless the Surety provides to the
Obligee not less than ninety (90) days advance written notice of its intent
not to renew this Bond or unless this Bond is earlier canceled pursuant to
the following. This Bond may be canceled at any time upon ninety (90) days
advance written notice from Surety to
Obligee. It is understood and agreed that the Obligee may recover the full
amount of the Bond (less any previous amounts paid to Obligee under the
Bond) if the Surety cancels or nonrenews the Bond and, within thirty (30)
days prior to the effective date of cancellation or nonrenewal, the Obligee
has not received collateral acceptable to it to replace the Bond.
6) Any notice, Demand, certification or request for payment, given or made
under this Bond shall be made in writing and shall be given by a personal
delivery or expedited delivery service, postage pre-paid, addressed to the
parties at the addresses specified below or to such other address as shall
have been specified by such parties to each of the parties to the
transactions contemplated hereby.
If to the Surety: TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
ONE TOWER SQUARE, 3PB
HARTFORD, CT 06183-9062
ATTENTION: BOND CLAIM
If to Obligee:
RELIANCE NATIONAL INDEMNITY COMPANY
77 WATER STREET
NEW YORK, NEW YORK 10005
ATTENTION: JOHN LAZAR, CORPORATE SECRETARY -- RISK MGT.
If to the Principal:
LABOR READY, INC.
1016 SOUTH 28TH STREET
TACOMA, WASHINGTON 98402
ATTENTION. GLEN A. WELSTAD, CHAIRMAN
Notice given under this Bond shall be effective only when received.
In WITNESS THEREOF, the said Principal and Surety have signed and sealed this
instrument on this 16th day of February, 1999.
LABOR READY, INC.
By: /s/ Joseph P. Sambataro, Jr.
----------------------------------
Principal
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
By: /s/ Lora L. Cotrell
----------------------------------
Lora L Cotrell, Attorney-in-Fact
TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELERS CASUALTY AND SURETY COMPANY
FARMINGTON CASUALTY COMPANY
HARTFORD, CONNECTICUT 06183-9062
TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS
NAPERVILLE, ILLINOIS 60563-8458
POWER OF ATTORNEY AND CERTIFICATE OF AUTHORITY OF ATTORNEY(S)-IN-FACT
KNOW ALL. PERSONS BY THESE PRESENTS, THAT TRAVELERS CASUALTY AND SURETY COMPANY
OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY
COMPANY, corporations duly organized under the laws of the State of Connecticut,
and having their principal offices in the City of Hartford, County of Hartford.
State of Connecticut, and TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS a
corporation duly organized under the laws of the State of Illinois, and having
its principal office in the City of Naperville, County of DuPage, State of
Illinois, (hereinafter the "Companies") hath made, constituted and appointed.
and do by these presents make, constitute and appoint RICHARD C. SCHULTZ, LORA
L. COTTRELL, P. J. MCKINNIS, NORA O. GARZA, MARY BESCHER, LISA D. KADEL, MARY
ATHANITES, BRIAN SANDY, KIP R. MCBEAN, MARY E. DAVIS, NEIL L. RANDERSON, JOAN M.
KELLEY, KRISTEN C. FOX or GEORGE J. BOWDOURIS * *
of Englewood, CO, their true and lawful Attorney(s)-in-Fact, with full power and
authority hereby conferred to sign, execute and acknowledge at any place within
the United States, or, if the following line be filled in, within the area there
designated the following instrument(s): by his/her sole signature and act any
and all bonds, recognizances, contracts of indemnity, and other writings
obligatory in the nature of a bond, recognizance, or conditional undertaking and
any and all consents incident thereto
AND TO BIND THE COMPANIES, THEREBY AS FULLY AND TO THE SAME EXTENT AS IF THE
SAME WERE SIGNED BY THE DULY AUTHORIZED OFFICERS OF THE COMPANIES, AND ALL THE
ACTS OF SAID ATTORNEY(S)-IN-FACT, PURSUANT TO THE AUTHORITY HEREIN GIVEN, ARE
HEREBY RATIFIED AND CONFIRMED.
This appointment is made under and by authority of the following Standing
Resolutions of said Companies, which Resolutions are now in full force and
effect:
VOTED: That the Chairman, the President, any Vice Chairman, any Executive Vice
President, any Second Vice President, any Vice President, any Second Vice
President the Treasurer, any Assistant Treasurer, the Corporate Secretary or any
Assistant Secretary may appoint Attorneys-in-Fact and Agents to act for and on
behalf of the company and may give such appointee such authority as his or her
certificate of authority may prescribe to sign with the Company's name and seal
with the Company's seal bonds, recognizances, contracts of indemnity, and other
writings obligatory in the nature of a bond, recognizance, or conditional
undertaking and any of said officers or the Bond of Directors at any time may
remove any such appointee and revoke the power given him or her.
VOTED. That the Chairman, the President, any Vice Chairman, any Executive Vice
President, any Senior Vice President or any Vice President may delegate all or
any part of the foregoing authority to one or more officers or employees of this
Company, provided that each such delegation is in writing and a copy thereof is
filed in the office of the Secretary.
VOTED: That any bond, recognizance, contract of indemnity, or writing obligatory
in the nature of a bond, recognizance, or conditional undertaking shall be valid
and binding upon the Company when (a) signed by the President, any Vice
Chairman, any Executive Vice President, any Senior Vice President or any Vice
President, any Second Vice President, the Treasurer, any Assistant Treasurer,
the Corporate Secretary or any Assistant Secretary and duly attested and sealed
with the Company's seal by a Secretary or Assistant Secretary, or (b) duly
executed (under seal, if required) by one or more Attorneys-in-Fact and Agents
pursuant to the power prescribed in his or her certificate or their certificates
of authority or by one or more Company officers pursuant to a written delegation
of authority.
This Power of Attorney and Certificate of Authority is signed and sealed by
facsimile under and by authority of the following Standing Resolution voted by
the Boards of Directors OF TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA,
TRAVELERS CASUALTY AND SURETY COMPANY FARMINGTON CASUALTY COMPANY and TRAVELERS
CASUALTY AND SURETY COMPANY OF ILLINOIS, which Resolution is now in full force
and effect:
VOTED: That the signature of each of the following officers: President. any
Executive Vice President, any Senior Vice President, any Vice President, any
Assistant Vice President, any Secretary, any Assistant Secretary, and the seal
of the Company may be affixed by facsimile to any power of attorney or to any
certificate relating thereto appointing Resident Vice Presidents, Resident
Assistant Secretaries or Attorneys-in-Fact for purposes only of executing and
attesting bonds and undertakings and other writings obligatory in the nature
thereof and any such power of attorney or certificate bearing such facsimile
signatures or facsimile seal shall be valid and binding upon
the Company and any such power so executed and certified by such facsimile
signature and facsimile seal shall be valid and binding upon the Company in the
future with respect to any bond or undertaking to which it Is attached.
IN WITNESS WHEREOF TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA, TRAVELERS
CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and TRAVELERS CASUALTY
AND SURETY COMPANY OF ILLINOIS have caused this instrument to be signed by their
Senior Vice President and their corporate seals to be hereto affixed this 14th
day of October, 1998.
STATE OF CONNECTICUT TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA
TRAVELERS CASUALTY AND SURETY COMPANY
)SS. Hartford FARMINGTON CASUALTY COMPANY
COUNTY OF HARTFORD TRAVELERS CASUALTY AND SURETY COMPANY OF ILLINOIS
By: /s/ George W. Thompson
--------------------------
GEORGE W. THOMPSON
SENIOR VICE PRESIDENT
On this 14th day of October, 1998 before me personally came GEORGE W. THOMPSON
to me known, who, being by me duly sworn, did depose and say: that he/she is
Senior Vice President of TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA,
TRAVELERS CASUALTY AND SURETY COMPANY, FARMINGTON CASUALTY COMPANY and TRAVELERS
CASUALTY AND SURETY COMPANY OF ILLINOIS, the corporations described in and which
executed the above instrument; that he/she knows the seals of said corporations;
that the seals affixed to the said instrument are such corporate seals; and that
he/she executed the said instrument on behalf' of the corporations by authority
of his/her office under the Standing Resolutions thereof.
/s/ Marie C. Tetreault
-----------------------------
My commission expires
June 30, 2001 Notary Public
Marie C. Tetreault
CERTIFCATE
I, the undersigned, Assistant Secretary of TRAVELERS CASUALTY AND SURETY COMPANY
OF AMERICA, TRAVELERS CASUALTY AND SURETY COMPANY and FARMINGTON CASUALTY
COMPANY, stock corporations of the State of Connecticut, and TRAVELERS CASUALTY
AND SURETY COMPANY OF ILLINOIS, stock corporation of the State of Illinois, DO
HEREBY CERTIFY that the foregoing and attached Power of Attorney and Certificate
of Authority remains in full force and has not been revoked; and furthermore,
that the Standing Resolutions of the Boards of Directors, as set forth in the
Certificate of Authority, are now in force.
Signed and Sealed at the Home Office of the Company, in the City of Hartford,
State of Connecticut. Dated this 16th day of February, 1999.
By: /s/ Brian Hoffman
--------------------------
BRIAN HOFFMAN
ASSISTANT SECRETARY, BOND
EXHIBIT A TO BOND NUMBER 19 S 103144565 BCM
"Agreement(s)" shall be defined as those Agreements listed below, including any
modifications that may be made from time to time, and the insurance policies
described therein:
1. Agreement(s): Insurance Program Agreement between Reliance National
Indemnity Company and Labor Ready, Inc. Date: January 1, 1999