Common use of Indemnification, Insurance, and Bonds Clause in Contracts

Indemnification, Insurance, and Bonds. A. To the fullest extent permitted by law, Subcontractor agrees to indemnify, defend, and hold harmless the Owner, Contractor and corporations which directly or indirectly through one or more intermediaries control, or are controlled by, or are under common control with Contractor, and the directors, officers, agents, and employees of Owner, Contractor and of such corporation along with any other entity for whom indemnification by Contractor is required under the Prime Contract, against all liability and claims for death of or injury to any person, including but not limited to employees of Subcontractor or of any indemnitee, or property damage, including the loss of use of property, including expenses and attorneys fees related thereto, arising or alleged to arise out of or in any way to this Agreement or Subcontractor’s performance of the Sublet Work or other activities of Subcontractor and its agents and employees on and around the premises on which the Work is to be performed, even if such claim or liability is caused in whole or in part by the negligence of any indemnitee, it being the express intent of the parties that the Subcontractor indemnify the Contractor even from the Owner’s and Contractor’s own negligence. Subcontractor also agrees to indemnify the Owner and Contractor and hold it harmless from all expenses, including attorney’s fees caused by or related to any breach by Subcontractor of the covenants contained in this Agreement. Subcontractor shall be responsible for damage to or loss of the Sublet Work, whether completed or under construction, until responsibility for the Work has been accepted by the Owner, and Subcontractor agrees to indemnify Owner and Contractor against all expenses and costs caused by any such damage or loss from any cause, even if such damage or loss is caused in whole or in part by the negligence of any indemnitee. Subcontractor will also take precautions to protect other portions of the Work. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under the above paragraph, such legal limitations are made a part of the indemnification obligation and shall operate to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. B. In the event this contract relates to a project other than a single family house, townhouse, duplex or land development directly related thereto or a public works project of a municipality then the indemnity provisions included herein shall be limited such that Subcontractor shall not be required to indemnify, hold harmless or defend Contractor or any third parties against a claim caused by the negligence or fault, the breach violation of a statue, ordinance, governmental regulation, standard, or rule, or the breach of contractor of the indemnitee, its agent or employee, or any third party Iunder the control or supervision of the indemnitee, other than Subcontractor, or its agent, employee, or Subcontractor of any tier except that Subcontractor shall indemnify, hold harmless and defend the Indemnitees named in any indemnity provision in the contract against any claims for the bodily injury or death of an employee of Subcontractor, its Agents or its Subcontractors of any tier. C. Subcontractor agrees to indemnify Contractor and Owner against all lien claims and bond claims, including expenses, costs of bonds to remove liens, and attorney’s fees related to such claims, which may be asserted by Mechanics, Material-men, Suppliers, Subcontractors of Subcontractor or anyone claiming under any one of them. Subcontractor also agrees that if liens are placed on the Work or the premises on which the Work is performed, it will immediately obtain such bond, which is necessary to remove such lien. If bond claims and/or lien claims are filed by any Sub-subcontractors, Material-men, Suppliers or Mechanics of Subcontractor, Contractor may suspend payments to Subcontractor and either hold money due to Subcontractor or make payments to the claimants and charge the payments against Subcontractor, without prejudice to the Payment (if required). It is the intent of the Parties that the Payment Bond be for the benefit of Contractor and Owner and not for the benefit of third parties except to the extent necessary to protect Contractor and Owner. D. Subcontractor’s obligation to indemnify Contractor against any attorneys fees or other costs or expenses incurred by Contractor in connection with the defense of any claims or causes of action shall be construed as a separate item of indemnification that shall be an absolute obligation of Subcontractor even if such claims or causes of action are invalid or groundless, or arise from the negligence of Contractor, subject to any limitations imposed by law. E. In addition to any other insurance which Subcontractor may be required or choose to carry, Subcontractor at its sole expense shall maintain in effect, from the date that work commences under this Agreement through the Warranty Period, the insurance coverage which is scheduled on the attached Insurance Requirements (Exhibit C. 1). Certificate(s) of Insurance stating the limits and coverage’s required by Contractor shall be executed by Subcontractor’s insurance carrier(s) and, when properly executed, shall become Exhibit C.2 to this Agreement. Until said Certificate(s) of Insurance is properly executed by insurance carrier(s) acceptable to Contractor, the Subcontractor may not enter the jobsite premises to perform any portion of this Sublet Work. By execution of this Agreement, Subcontractor acknowledges that failure to meet all insurance requirements, or cancellation either by the insured of the insurer of any portion of the insurance required to be carried by Subcontractor by this Agreement, or the lapse or suspension of the required insurance for any reason shall be considered a material breach of this Agreement by Subcontractor and Contractor shall be entitled to exercise the termination rights set forth in Article 17 and any other right contained in this Agreement and shall have the right to prohibit Subcontractor from entering the work premises. F. Subcontractor shall cause its subcontractors to procure insurance covering the above liabilities under policies in form, amounts and with insurance companies acceptable to Contractor. Subcontractor will obtain said policies or certificates thereof and deliver them to Contractor. If Subcontractor or its subcontractors do not acquire acceptable insurance, Contractor may acquire the required insurance coverages and charge the expense for such coverages to Subcontractor. G. Subcontractor shall promptly obtain insurance for the Work as specified in this Subcontract Agreement. Subcontractor must use a state approved insurance certificate form. Subcontractor shall provide the required insurance certificate(s) to Contractor prior to commencing the Work and shall be liable to Contractor for the consequences of Subcontractor’s delay in obtaining the required insurance policies and coverages. Subcontractor acknowledges that it may not enter the jobsite until Contractor receives and approves the specified insurance certificate(s). Each policy and the insurance certificate must state that the insurance carrier is required to give Contractor thirty (30) days prior written notice of cancellation or material change that reduces or restricts the coverages or liability limits of any insurance policy. If not a blanket certificate, Subcontractor’s insurance certificate(s) should also include the Project name in a conspicuous location when permissible by law. The insurance requirements described in this Agreement are not intended to and shall not in any way limit or qualify the liabilities and obligations Subcontractor assumes pursuant to this Agreement. The obligations described in the foregoing paragraphs Article 11.A through Article 11.J shall survive the termination or expiration of this Agreement. H. Subcontractor’s materials and equipment that will become an integral part of the completed Project, either on the site or in the building, and completed portions of the Sublet Work, may be covered by a Builders Risk insurance policy containing certain deductibles and exclusions purchased and maintained either by Owner or Contractor. If so covered, Subcontractor shall be responsible for the deductible portion of each claim covered by the Builders Risk insurance policy. If such coverage is available, a copy of said Policy or a certificate would be available for Subcontractor’s inspection at Contractor’s home office or project office. It is Subcontractor’s responsibility to evaluate the protection afforded by that Policy, if applicable, and to carry its own insurance against all losses not covered. Futhermore, Subcontractor is responsible for maintaining, protecting and/or operating Sublet Work and stored materials until work is complete and accepted by Owner; including taking precautions to protect the work from theft and vandalism. Builder's Risk insurance, if provided, will not provide coverage for tools, equipment or other items which Subcontractor uses in connection with the Work and which are not intended to become a permanent part of the Work. I. Subcontractor may be required to provide a Payment Bond and a Performance Bond prescribed by and with Surety Company acceptable to the Contractor in the full amount of this Agreement for the faithful performance of this Agreement. Requirements for Performance & Payment Bonds will be stated on individual Work Releases. If Contractor requires bonds, Subcontractor shall pay the premium for bonds and the cost shall be included in Subcontract or Work Release Amount (Article 3), such cost shall not exceed industry standard rates. Any changes in the scope of Sublet Work that involve an increase of more than 10% in the original contract amount will require a rider from the Surety Company raising the penal amount of bond to agree with the revised contract amount. J. Subcontractor shall submit to Contractor, within twenty-four (24) hours, copies of all accident reports arising out of any injuries to its employees or those of any firm or individual to whom it may have sublet work, or any property damage arising or alleged to have arisen on account of any work done by Subcontractor under this Agreement. Subcontractor shall be responsible to investigate and report to Contractor any and all onsite accidents, citations, safety violations, injuries or incidents that occur while performing work. Subcontractor shall submit to Contractor, a written initial accident/incident report within 24 hours following such occurrence. In no event shall notification to Contractor be more than twenty-four (24) hours after such occurrence.

Indemnification, Insurance, and Bonds. A. 15.1 To the fullest extent permitted by law, Subcontractor agrees to indemnify, defend, indemnify and hold harmless the Contractor and Owner, Contractor and corporations which directly or indirectly through one or more intermediaries controltheir agents, or are controlled by, or are under common control with Contractoremployees and servants, and the directors, officers, agents, and employees of Owner, Contractor and of such corporation along with any all other entity for whom indemnification by parties Contractor is required under the Prime ContractContract to defend, indemnify and hold harmless, from and against any claim, cost, expense or liability (including attorney’s fees, expert witness fees and all liability other expenses of similar nature) arising out of, resulting from, or occurring in connection with the Work including, without limitation, any breach of this Subcontract Agreement and claims for death any acts or omissions of or injury to any person, including but not limited to employees of the Subcontractor or Subcontractor’s sub- subcontractors or their agents, employees or servants or others for whom Subcontractor may be liable whether deemed negligent, accidental or intentional and whether or not caused in part by the active or passive negligence or other fault of any indemniteea party indemnified hereunder; provided, however, Subcontractor’s indemnity hereunder shall not arise if the claim, cost, expense or liability is caused by the sole active negligence of a party indemnified hereunder. To the fullest extent permitted by law, Subcontractor’s foregoing obligations shall be binding upon Subcontractor regardless of the nature of the claim asserted and even if an indemnitee is alleged, or property proven, to have acted negligently. 15.2 In any and all claims against a party indemnified hereunder by any employee of Subcontractor, anyone directly or indirectly employed, retained, hired, consulted, or otherwise utilized by Subcontractor or anyone for whose acts Subcontractor may be liable, the foregoing indemnification obligation shall not be limited in any way by any limitation on the amount or type of damage, compensation, or benefit payable by or for Subcontractor under worker’s compensation acts, disability benefit acts or other employee benefit acts. 15.3 Subcontractor shall defend, indemnify and hold harmless Contractor and Owner, from and against any claim, loss, expense or liability (including the loss of use of propertyattorney's fees, including expenses expert witness fees, court cost, and attorneys fees related thereto, similar costs) arising or alleged to arise out of or resulting from infringement or alleged infringement of any patent rights attributable to the Work, except to the extent that Owner may have assumed responsibility therefore under the Prime Contract. 15.4 Subcontractor hereby agrees that One Hundred Dollars and No/Cents ($100.00) of the Subcontract Price constitutes the separate consideration for Subcontractor's indemnity obligations as set forth in any way to this Subcontract Agreement and which may otherwise arise by law or equity as a result of Subcontractor’s performance of the Sublet Work or other activities Work. Such amount shall be deemed paid out of Subcontractor’s first Payment Application paid under this Subcontract Agreement. 15.5 To the extent the Prime Contract requires Contractor to require Contractor’s subcontractors to procure and maintain insurance of certain types and limits and with certain terms, Subcontractor agrees to procure and its agents maintain such insurance on such limits and employees on such terms. In addition thereto, and around without limiting the premises on which foregoing requirement of compliance with the Work is to be performedPrime Contract’s terms regarding subcontractor-insurance, even if such claim or liability is caused and also in whole or in part by the negligence absence of any indemniteesubcontractor-insurance requirements in the Prime Contract, it being the express intent of the parties that the Subcontractor indemnify the Contractor even from the Owner’s and Contractor’s own negligence. Subcontractor also agrees to indemnify procure and maintain the Owner and Contractor and hold it harmless from all expensesfollowing insurance: A. Commercial General Liability (CGL) Insurance on Insurance Services Office (ISO) Form CG 00 01, or comparable form providing equivalent coverage on an “occurrence” basis acceptable to Contractor, including attorneyproducts and completed operations; broad form property damage coverage including explosion, collapse and underground hazards coverage; bodily injury; and personal and advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 policy aggregate, to the extent there is an policy aggregate limits, and with a deductible not to exceed $25,000. If a general aggregate limit applies, the general aggregate limit shall apply separately to this Project. Subcontractor’s fees caused by CGL policy must include blanket contractual liability coverage, protective liability (including independent contractors and subcontractors) and defense outside of all limits, and Subcontractor’s CGL carrier must be rated “A-VII” or related to any breach by Subcontractor of better in the covenants contained in this AgreementA.M. Best Rating Guide. Subcontractor shall be responsible for damage to or loss of the Sublet Workhave Contractor, whether completed or under construction, until responsibility for the Work has been accepted by the Owner, and Subcontractor agrees all other persons required by Contractor added as additional insureds under Subcontractor’s CGL policy using ISO Forms CG 20 10 11 85 or CG 20 10 10 01 and CG 20 37 10 01 or comparable form acceptable to indemnify Owner Contractor; and Contractor against all expenses and costs caused by any such damage or loss from any cause, even if such damage or loss is caused in whole or in part by the negligence of any indemniteecoverage provided to the additional insureds shall be as broad as Subcontractor’s coverage under Subcontractor’s CGL policy. Subcontractor will also take precautions to protect other portions must comply with the foregoing requirements for the duration of Subcontractor’s performance of the Work. It is agreed with respect Work and through the expiration of the last-expiring statute of repose, or legal equivalent, applicable to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under the above paragraph, such legal limitations are made a part of the indemnification obligation and shall operate claim which may be brought relating to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effectSubcontractor’s Work. B. In the event this contract relates to a project other than a single family house, townhouse, duplex or land development directly related thereto or a public works project of a municipality then the indemnity provisions included herein shall be limited such that Subcontractor shall not be required to indemnify, hold harmless or defend Contractor or Automobile Liability Insurance on ISO Form Number CA 00 01 covering Symbol 1 (any third parties against a claim caused by the negligence or fault, the breach violation of a statue, ordinance, governmental regulation, standardauto), or rulecomparable form providing equivalent coverage for any auto (including, or the breach of contractor of the indemniteebut not limited to, its agent or employeeall owned, or any third party Iunder the control or supervision of the indemniteeleased, other than Subcontractor, or its agent, employee, or Subcontractor of any tier except that Subcontractor shall indemnify, hold harmless and defend the Indemnitees named in any indemnity provision in the contract against any claims for the bodily injury or death of an employee of Subcontractor, its Agents or its Subcontractors of any tier. C. Subcontractor agrees to indemnify Contractor and Owner against all lien claims and bond claims, including expenses, costs of bonds to remove lienshired, and attorney’s fees related to such claims, which may be asserted by Mechanics, Materialnon-men, Suppliers, Subcontractors of Subcontractor or anyone claiming under any one of them. Subcontractor also agrees that if liens are placed on the Work or the premises on which the Work is performed, it will immediately obtain such bond, which is necessary to remove such lien. If bond claims and/or lien claims are filed by any Sub-subcontractors, Material-men, Suppliers or Mechanics of Subcontractor, Contractor may suspend payments to Subcontractor and either hold money due to Subcontractor or make payments to the claimants and charge the payments against Subcontractor, without prejudice to the Payment (if required). It is the intent of the Parties that the Payment Bond be for the benefit of Contractor and Owner and not for the benefit of third parties except to the extent necessary to protect Contractor and Owner. D. Subcontractor’s obligation to indemnify Contractor against any attorneys fees or other costs or expenses incurred by Contractor in connection with the defense of any claims or causes of action shall be construed as a separate item of indemnification that shall be an absolute obligation of Subcontractor even if such claims or causes of action are invalid or groundless, or arise from the negligence of Contractor, subject to any limitations imposed by law. E. In addition to any other insurance which Subcontractor may be required or choose to carry, Subcontractor at its sole expense shall maintain in effect, from the date that work commences under this Agreement through the Warranty Period, the insurance coverage which is scheduled on the attached Insurance Requirements (Exhibit C. 1). Certificate(s) of Insurance stating the limits and coverage’s required by Contractor shall be executed by Subcontractor’s insurance carrier(s) and, when properly executed, shall become Exhibit C.2 to this Agreement. Until said Certificate(s) of Insurance is properly executed by insurance carrier(sowned autos) acceptable to Contractor, the Subcontractor may not enter the jobsite premises to perform any portion of this Sublet Work. By execution of this Agreement, Subcontractor acknowledges that failure to meet all insurance requirements, or cancellation either by the insured of the insurer of any portion of the insurance required to be carried by Subcontractor by this Agreement, or the lapse or suspension of the required insurance with limits no less than $1,000,000 per accident for any reason shall be considered a material breach of this Agreement by Subcontractor bodily injury and Contractor shall be entitled to exercise the termination rights set forth in Article 17 and any other right contained in this Agreement and shall have the right to prohibit Subcontractor from entering the work premises. F. Subcontractor shall cause its subcontractors to procure insurance covering the above liabilities under policies in form, amounts and with insurance companies acceptable to Contractor. Subcontractor will obtain said policies or certificates thereof and deliver them to Contractor. If Subcontractor or its subcontractors do not acquire acceptable insurance, Contractor may acquire the required insurance coverages and charge the expense for such coverages to Subcontractor. G. Subcontractor shall promptly obtain insurance for the Work as specified in this Subcontract Agreement. Subcontractor must use a state approved insurance certificate form. Subcontractor shall provide the required insurance certificate(s) to Contractor prior to commencing the Work and shall be liable to Contractor for the consequences of Subcontractor’s delay in obtaining the required insurance policies and coverages. Subcontractor acknowledges that it may not enter the jobsite until Contractor receives and approves the specified insurance certificate(s). Each policy and the insurance certificate must state that the insurance carrier is required to give Contractor thirty (30) days prior written notice of cancellation or material change that reduces or restricts the coverages or liability limits of any insurance policy. If not a blanket certificate, Subcontractor’s insurance certificate(s) should also include the Project name in a conspicuous location when permissible by law. The insurance requirements described in this Agreement are not intended to and shall not in any way limit or qualify the liabilities and obligations Subcontractor assumes pursuant to this Agreement. The obligations described in the foregoing paragraphs Article 11.A through Article 11.J shall survive the termination or expiration of this Agreement. H. Subcontractor’s materials and equipment that will become an integral part of the completed Project, either on the site or in the building, and completed portions of the Sublet Work, may be covered by a Builders Risk insurance policy containing certain deductibles and exclusions purchased and maintained either by Owner or Contractor. If so covered, Subcontractor shall be responsible for the deductible portion of each claim covered by the Builders Risk insurance policy. If such coverage is available, a copy of said Policy or a certificate would be available for Subcontractor’s inspection at Contractor’s home office or project office. It is Subcontractor’s responsibility to evaluate the protection afforded by that Policy, if applicable, and to carry its own insurance against all losses not covered. Futhermore, Subcontractor is responsible for maintaining, protecting and/or operating Sublet Work and stored materials until work is complete and accepted by Owner; including taking precautions to protect the work from theft and vandalism. Builder's Risk insurance, if provided, will not provide coverage for tools, equipment or other items which Subcontractor uses in connection with the Work and which are not intended to become a permanent part of the Work. I. Subcontractor may be required to provide a Payment Bond and a Performance Bond prescribed by and with Surety Company acceptable to the Contractor in the full amount of this Agreement for the faithful performance of this Agreement. Requirements for Performance & Payment Bonds will be stated on individual Work Releases. If Contractor requires bonds, Subcontractor shall pay the premium for bonds and the cost shall be included in Subcontract or Work Release Amount (Article 3), such cost shall not exceed industry standard rates. Any changes in the scope of Sublet Work that involve an increase of more than 10% in the original contract amount will require a rider from the Surety Company raising the penal amount of bond to agree with the revised contract amount. J. Subcontractor shall submit to Contractor, within twenty-four (24) hours, copies of all accident reports arising out of any injuries to its employees or those of any firm or individual to whom it may have sublet work, or any property damage arising or alleged to have arisen on account of any work done by Subcontractor under this Agreement. Subcontractor shall be responsible to investigate and report to Contractor any and all onsite accidents, citations, safety violations, injuries or incidents that occur while performing work. Subcontractor shall submit to Contractor, a written initial accident/incident report within 24 hours following such occurrence. In no event shall notification to Contractor be more than twenty-four (24) hours after such occurrenceliability.

Indemnification, Insurance, and Bonds. A. 15.1 To the fullest extent permitted by law, Subcontractor agrees to indemnify, defend, indemnify and hold harmless the Contractor and Owner, Contractor and corporations which directly or indirectly through one or more intermediaries controltheir agents, or are controlled by, or are under common control with Contractoremployees and servants, and the directors, officers, agents, and employees of Owner, Contractor and of such corporation along with any all other entity for whom indemnification by parties Contractor is required under the Prime ContractContract to defend, indemnify and hold harmless, from and against any claim, cost, expense or liability (including attorney’s fees, expert witness fees and all liability other expenses of similar nature) arising out of, resulting from, or occurring in connection with the Work including, without limitation, any breach of this Subcontract Agreement and claims for death any acts or omissions of or injury to any person, including but not limited to employees of the Subcontractor or Subcontractor’s sub-subcontractors or their agents, employees or servants or others for whom Subcontractor may be liable whether deemed negligent, accidental or intentional and whether or not caused in part by the active or passive negligence or other fault of any indemniteea party indemnified hereunder; provided, however, Subcontractor’s indemnity hereunder shall not arise if the claim, cost, expense or liability is caused by the sole active negligence of a party indemnified hereunder. To the fullest extent permitted by law, Subcontractor’s foregoing obligations shall be binding upon Subcontractor regardless of the nature of the claim asserted and even if an indemnitee is alleged, or property proven, to have acted negligently. 15.2 In any and all claims against a party indemnified hereunder by any employee of Subcontractor, anyone directly or indirectly employed, retained, hired, consulted, or otherwise utilized by Subcontractor or anyone for whose acts Subcontractor may be liable, the foregoing indemnification obligation shall not be limited in any way by any limitation on the amount or type of damage, compensation, or benefit payable by or for Subcontractor under worker’s compensation acts, disability benefit acts or other employee benefit acts. 15.3 Subcontractor shall defend, indemnify and hold harmless Contractor and Owner, from and against any claim, loss, expense or liability (including the loss of use of propertyattorney's fees, including expenses expert witness fees, court cost, and attorneys fees related thereto, similar costs) arising or alleged to arise out of or resulting from infringement or alleged infringement of any patent rights attributable to the Work, except to the extent that Owner may have assumed responsibility therefore under the Prime Contract. 15.4 Subcontractor hereby agrees that One Hundred Dollars and No/Cents ($100.00) of the Subcontract Price constitutes the separate consideration for Subcontractor's indemnity obligations as set forth in any way to this Subcontract Agreement and which may otherwise arise by law or equity as a result of Subcontractor’s performance of the Sublet Work or other activities Work. Such amount shall be deemed paid out of Subcontractor’s first Payment Application paid under this Subcontract Agreement. 15.5 To the extent the Prime Contract requires Contractor to require Contractor’s subcontractors to procure and maintain insurance of certain types and limits, Subcontractor agrees to procure and its agents maintain such insurance on such limits. In addition thereto, and employees on without limiting the foregoing requirement of compliance with the Prime Contractor’s terms regarding subcontractor- insurance, and around also in the premises on which the Work is to be performed, even if such claim or liability is caused in whole or in part by the negligence absence of any indemniteesubcontractor- insurance requirements in the Prime Contract, it being the express intent of the parties that the Subcontractor indemnify the Contractor even from the Owner’s and Contractor’s own negligence. Subcontractor also agrees to indemnify procure and maintain the Owner and Contractor and hold it harmless from all expensesfollowing insurance: A. Commercial General Liability (CGL) Insurance on Insurance Services Office (ISO) Form CG 00 01, or comparable form providing equivalent coverage on an “occurrence” basis acceptable to Contractor, including attorneyproducts and completed operations; broad form property damage coverage including explosion, collapse and underground hazards coverage; bodily injury; and personal and advertising injury with limits no less than $1,000,000 per occurrence, and with a deductible not to exceed $25,000. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project or the general aggregate limit shall be twice the required per occurrence limit. Subcontractor’s fees caused by CGL policy must include blanket contractual liability coverage, protective liability (including independent contractors and subcontractors) and defense outside of all limits, and Subcontractor’s CGL carrier must be rated “A- VII” or related to any breach by Subcontractor of better in the covenants contained in this AgreementA.M. Best Rating Guide. Subcontractor shall be responsible for damage to or loss of the Sublet Workhave Contractor, whether completed or under construction, until responsibility for the Work has been accepted by the Owner, and Subcontractor agrees all other persons required by Contractor added as additional insureds under Subcontractor’s CGL policy using ISO Forms CG 20 10 11 85 or CG 20 10 10 01 and CG 20 37 10 01 or comparable form acceptable to indemnify Owner Contractor; and Contractor against all expenses and costs caused by any such damage or loss from any cause, even if such damage or loss is caused in whole or in part by the negligence of any indemniteecoverage provided to the additional insureds shall be as broad as Subcontractor’s coverage under Subcontractor’s CGL policy. Subcontractor will also take precautions to protect other portions must comply with the foregoing requirements for the duration of Subcontractor’s performance of the Work. It is agreed with respect Work and through the expiration of the last-expiring statute of repose, or legal equivalent, applicable to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation under the above paragraph, such legal limitations are made a part of the indemnification obligation and shall operate claim which may be brought relating to amend the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effectSubcontractor’s Work. B. In the event this contract relates to a project other than a single family house, townhouse, duplex or land development directly related thereto or a public works project of a municipality then the indemnity provisions included herein shall be limited such that Subcontractor shall not be required to indemnify, hold harmless or defend Contractor or Automobile Liability Insurance on ISO Form Number CA 00 01 covering Symbol 1 (any third parties against a claim caused by the negligence or fault, the breach violation of a statue, ordinance, governmental regulation, standardauto), or rulecomparable form providing equivalent coverage for any auto (including, or the breach of contractor of the indemniteebut not limited to, its agent or employeeall owned, or any third party Iunder the control or supervision of the indemniteeleased, other than Subcontractor, or its agent, employee, or Subcontractor of any tier except that Subcontractor shall indemnify, hold harmless and defend the Indemnitees named in any indemnity provision in the contract against any claims for the bodily injury or death of an employee of Subcontractor, its Agents or its Subcontractors of any tier. C. Subcontractor agrees to indemnify Contractor and Owner against all lien claims and bond claims, including expenses, costs of bonds to remove lienshired, and attorney’s fees related to such claims, which may be asserted by Mechanics, Materialnon-men, Suppliers, Subcontractors of Subcontractor or anyone claiming under any one of them. Subcontractor also agrees that if liens are placed on the Work or the premises on which the Work is performed, it will immediately obtain such bond, which is necessary to remove such lien. If bond claims and/or lien claims are filed by any Sub-subcontractors, Material-men, Suppliers or Mechanics of Subcontractor, Contractor may suspend payments to Subcontractor and either hold money due to Subcontractor or make payments to the claimants and charge the payments against Subcontractor, without prejudice to the Payment (if required). It is the intent of the Parties that the Payment Bond be for the benefit of Contractor and Owner and not for the benefit of third parties except to the extent necessary to protect Contractor and Owner. D. Subcontractor’s obligation to indemnify Contractor against any attorneys fees or other costs or expenses incurred by Contractor in connection with the defense of any claims or causes of action shall be construed as a separate item of indemnification that shall be an absolute obligation of Subcontractor even if such claims or causes of action are invalid or groundless, or arise from the negligence of Contractor, subject to any limitations imposed by law. E. In addition to any other insurance which Subcontractor may be required or choose to carry, Subcontractor at its sole expense shall maintain in effect, from the date that work commences under this Agreement through the Warranty Period, the insurance coverage which is scheduled on the attached Insurance Requirements (Exhibit C. 1). Certificate(s) of Insurance stating the limits and coverage’s required by Contractor shall be executed by Subcontractor’s insurance carrier(s) and, when properly executed, shall become Exhibit C.2 to this Agreement. Until said Certificate(s) of Insurance is properly executed by insurance carrier(sowned autos) acceptable to Contractor, the Subcontractor may not enter the jobsite premises to perform any portion of this Sublet Work. By execution of this Agreement, Subcontractor acknowledges that failure to meet all insurance requirements, or cancellation either by the insured of the insurer of any portion of the insurance required to be carried by Subcontractor by this Agreement, or the lapse or suspension of the required insurance with limits no less than $1,000,000 per accident for any reason shall be considered a material breach of this Agreement by Subcontractor bodily injury and Contractor shall be entitled to exercise the termination rights set forth in Article 17 and any other right contained in this Agreement and shall have the right to prohibit Subcontractor from entering the work premises. F. Subcontractor shall cause its subcontractors to procure insurance covering the above liabilities under policies in form, amounts and with insurance companies acceptable to Contractor. Subcontractor will obtain said policies or certificates thereof and deliver them to Contractor. If Subcontractor or its subcontractors do not acquire acceptable insurance, Contractor may acquire the required insurance coverages and charge the expense for such coverages to Subcontractor. G. Subcontractor shall promptly obtain insurance for the Work as specified in this Subcontract Agreement. Subcontractor must use a state approved insurance certificate form. Subcontractor shall provide the required insurance certificate(s) to Contractor prior to commencing the Work and shall be liable to Contractor for the consequences of Subcontractor’s delay in obtaining the required insurance policies and coverages. Subcontractor acknowledges that it may not enter the jobsite until Contractor receives and approves the specified insurance certificate(s). Each policy and the insurance certificate must state that the insurance carrier is required to give Contractor thirty (30) days prior written notice of cancellation or material change that reduces or restricts the coverages or liability limits of any insurance policy. If not a blanket certificate, Subcontractor’s insurance certificate(s) should also include the Project name in a conspicuous location when permissible by law. The insurance requirements described in this Agreement are not intended to and shall not in any way limit or qualify the liabilities and obligations Subcontractor assumes pursuant to this Agreement. The obligations described in the foregoing paragraphs Article 11.A through Article 11.J shall survive the termination or expiration of this Agreement. H. Subcontractor’s materials and equipment that will become an integral part of the completed Project, either on the site or in the building, and completed portions of the Sublet Work, may be covered by a Builders Risk insurance policy containing certain deductibles and exclusions purchased and maintained either by Owner or Contractor. If so covered, Subcontractor shall be responsible for the deductible portion of each claim covered by the Builders Risk insurance policy. If such coverage is available, a copy of said Policy or a certificate would be available for Subcontractor’s inspection at Contractor’s home office or project office. It is Subcontractor’s responsibility to evaluate the protection afforded by that Policy, if applicable, and to carry its own insurance against all losses not covered. Futhermore, Subcontractor is responsible for maintaining, protecting and/or operating Sublet Work and stored materials until work is complete and accepted by Owner; including taking precautions to protect the work from theft and vandalism. Builder's Risk insurance, if provided, will not provide coverage for tools, equipment or other items which Subcontractor uses in connection with the Work and which are not intended to become a permanent part of the Work. I. Subcontractor may be required to provide a Payment Bond and a Performance Bond prescribed by and with Surety Company acceptable to the Contractor in the full amount of this Agreement for the faithful performance of this Agreement. Requirements for Performance & Payment Bonds will be stated on individual Work Releases. If Contractor requires bonds, Subcontractor shall pay the premium for bonds and the cost shall be included in Subcontract or Work Release Amount (Article 3), such cost shall not exceed industry standard rates. Any changes in the scope of Sublet Work that involve an increase of more than 10% in the original contract amount will require a rider from the Surety Company raising the penal amount of bond to agree with the revised contract amount. J. Subcontractor shall submit to Contractor, within twenty-four (24) hours, copies of all accident reports arising out of any injuries to its employees or those of any firm or individual to whom it may have sublet work, or any property damage arising or alleged to have arisen on account of any work done by Subcontractor under this Agreement. Subcontractor shall be responsible to investigate and report to Contractor any and all onsite accidents, citations, safety violations, injuries or incidents that occur while performing work. Subcontractor shall submit to Contractor, a written initial accident/incident report within 24 hours following such occurrence. In no event shall notification to Contractor be more than twenty-four (24) hours after such occurrenceliability.