Common use of INDEMNITY, LIABILITY AND INSURANCE Clause in Contracts

INDEMNITY, LIABILITY AND INSURANCE. 8.1 During the term of this Agreement, CONTRACTOR shall maintain, at its own expense, the following types of insurance in the following amounts: 8.1.1 Comprehensive general liability insurance, including coverage for premises operations, independent contractors, protected products, completed operations, contractual liability, personal injury, and broad form for property damage (including coverage for explosion, collapse, and underground hazards, if applicable):  Worker’s Compensation $2,000,000 policy limit and $2,000,000 employee limit.  Business Automobile Liability $2,000,000 combined single limit coverage.  Commercial General Liability $1,000,000 per occurrence and $2,000,000 aggregate.  Pollution Liability $2,000,000 per claim and aggregate  Umbrella Liability Coverage $8,000,000 per claim and $12,000,000 in the aggregate.  Coverage shall also include contractual liability coverage for the indemnity provided under this Agreement. 8.1.2 The limits required in this Section 8.1 may be met with a combination of underlying and umbrella coverage. 8.2 Policies shall provide that OWNER, its council, officers, representatives, employees, and agents will be included as an additional insured with respect to the coverages required in Section 8.1.1 and a waiver of subrogation against them shall be obtained for all coverages. 8.3 All coverages under Section 8.1 shall be primary over any insurance OWNER may carry on its own. 8.4 All policies of insurance shall be issued by companies with a rating A+ or better and that are qualified to do business in the state of Oregon. 8.5 CONTRACTOR shall furnish OWNER with certificates of insurance evidencing all required coverages prior to commencing any work or services under this Agreement. If requested by OWNER, CONTRACTOR shall furnish OWNER with executed copies of such policies of insurance. CONTRACTOR shall furnish OWNER with at least 30 days’ written notice of cancellation of, or any modification to, the required insurance coverages. Failure to maintain any required insurance coverages in the minimum required amounts shall constitute a material breach of this Agreement and shall be grounds for immediate termination of this Agreement. 8.6 All liability insurance, except for Workers’ Compensation, Professional Liability, and Network Security and Privacy Liability (if applicable), required under this Agreement must include an additional insured endorsement with the certificate of insurance specifying the OWNER, its council, officers, representatives, employees, and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under this Agreement. Coverage shall be primary and non- contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent and attached to Certificate of Insurance. 8.7 CONTRACTOR, its subcontractors, if any, and all employers working under this Agreement are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage for all subject workers. 8.8 CONTRACTOR warrants that all persons engaged in Contract work and subject to the Oregon Workers’ Compensation Law are covered by a workers’ compensation plan or insurance policy that fully complies with Oregon law. CONTRACTOR shall indemnify OWNER for any liability incurred by OWNER as a result of CONTRACTOR’s breach of the warranty under this paragraph. 8.9 OWNER hereby agrees to indemnify and hold CONTRACTOR harmless from any liability for damages from third party claims for bodily injury, including death, property damages and pollution damages to the extent such claims arise from OWNER’s negligence or willful misconduct under this Agreement; provided, OWNER shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. 8.10 CONTRACTOR shall be liable for those fines or civil penalties imposed by a regulatory or enforcement agency for violations occurring on or after , 20[ ], of the wastewater effluent quality requirements provided for in Exhibit D to the extent that such fines or civil penalties are a result of CONTRACTOR’s negligence or willful misconduct. 8.11 CONTRACTOR shall be liable for those fines or civil penalties imposed by a regulatory or enforcement agency for violations occurring on or after , 20[ ], of the drinking water treatment effluent quality requirements provided for in Oregon Health Authority rules to the extent that such fines or civil penalties are a result of CONTRACTOR’s negligence or willful misconduct. 8.12 OWNER shall be liable for those fines or civil penalties imposed by any regulatory or enforcement agencies on OWNER and/or CONTRACTOR that are not a result of CONTRACTOR’s negligence or willful misconduct or are otherwise directly related to the ownership of the Project and shall indemnify and hold CONTRACTOR harmless from the payment of any such fines and/or penalties. 8.13 If the OWNER’s wastewater treatment system and water treatment system loading exceed its design parameters or if influent contains: i) abnormal, toxic or other substances which cannot be removed or treated by the existing OWNER’s wastewater treatment system and water treatment system; or ii) discharges which violate applicable ordinances, the CONTRACTOR will use its best efforts to maximize performance of the OWNER’s wastewater treatment system and water treatment system but shall not be responsible for associated effluent characteristics or damages, fines or penalties which result. 8.14 Contractor shall save, hold harmless, and indemnify the OWNER and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Agreement, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, negligence, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Agreement; provided, CONTRACTOR shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. 8.15 Contractor is liable for all Claims for personal injury (including death), damage to real property and damage to tangible and intangible personal property of the OWNER or any of its employees, officers, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of CONTRACTOR or its officers, employees, subcontractors, or agents under this Agreement. 8.16 Except for liability arising out of or related to Section 8.14 or 8.15, CONTRACTOR’s liability for damages for any cause whatsoever shall be limited to twice the Annual Compensation of this Agreement, exclusive of any insurance and bonding. 8.17 Except for liability to third persons arising out of or related to Section 8.14 or 8.15, neither party will be liable to the other for any lost profits, lost savings, or punitive, indirect, exemplary, consequential, or incidental damages. 8.18 Under no circumstances shall CONTRACTOR be responsible for any damages, losses, settlement, payment deficiencies, liabilities, costs and expenses arising directly or indirectly because of the execution or implementation of instruction or directions provided by the OWNER or any of its directors, officers, employees, agents, or representatives. 8.19 CONTRACTOR shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties incurred by the OWNER or any third party as a result of a data security breach or other cyber security breach to the Project or the OWNER’s computer systems, operating systems, and all other technological or information systems related to the Project and Services provided hereunder, except to the extent such liability, loss, damage, expense, fine, or penalty is the direct result of CONTRACTOR’s willful or negligent acts or omissions. 8.20 The warranties and/or performance guarantees for any components, parts, materials, and equipment provided under this Agreement shall be limited to those as provided by the manufacturer or supplier; CONTRACTOR shall be responsible for maintaining all manufacturers' warranties on the equipment provided hereunder. In addition, the CONTRACTOR shall assist the OWNER in enforcing the warranties and guarantees, if any, for the services, parts, materials, and equipment provided hereunder. The OWNER’s remedies for the manufacturer or supplier’s breach of its warranty obligations or performance guarantees shall be limited to those provided by the manufacturer or supplier and the CONTRACTOR shall not have additional liability beyond the remedies provided for by the manufacturer or supplier. 8.21 If any information, opinions, recommendations, advice, or other work product or any data, information, procedures, charts, spreadsheets, logs, instruments, documents, plans, designs, specifications, customer data, billing information, regulatory filings, permits, authorizations, licenses, or other records are provided by the OWNER or any third party acting on behalf the OWNER (excluding OWNER’s prior operator for the Facility) are provided to and used or relied on by CONTRACTOR, the OWNER will be liable for any damages resulting directly or indirectly from such use and reliance.

INDEMNITY, LIABILITY AND INSURANCE. 8.1 During the term of this AgreementContract, CONTRACTOR shall maintain, at its own expense, the following types of insurance in the following amounts: 8.1.1 Comprehensive general liability insurance, including coverage for premises operations, independent contractors, protected products, completed operations, contractual liability, personal injury, and broad form for property damage (including coverage for explosion, collapse, and underground hazards, if applicable):  Worker’s Compensation $2,000,000 policy limit and $2,000,000 employee limit.  Business Automobile Liability $2,000,000 combined single limit coverage.  Commercial General Liability $1,000,000 5,000,000 per occurrence and $2,000,000 10,000,000 aggregate.  Pollution Liability $2,000,000 per claim and aggregate  Umbrella Liability Coverage $8,000,000 4,000,000 per claim claims and $12,000,000 in the aggregate.  Coverage shall also include contractual liability coverage for the indemnity provided under this Agreementcontract. 8.1.2 The limits required in this Section 8.1 may be met with a combination of underlying and umbrella coverage. 8.2 If any of the above required insurance is arranged on a “claims made” basis, “tail” coverage will be required at final completion or termination of this Contract for a duration of two (2) years. 8.3 Policies shall provide that OWNER, its council, officers, representatives, employees, and agents will be included as an additional insured with respect to the coverages required in Section 8.1.1 8.1(a) and a waiver of subrogation against them shall be obtained for all coverages. 8.3 8.4 All coverages under Section 8.1 shall be primary over any insurance OWNER may carry on its own. 8.4 8.5 All policies of insurance shall be issued by companies good, responsible companies, with a rating A+ or better reasonably acceptable to OWNER and that are qualified to do business in the state of Oregon. 8.5 8.6 CONTRACTOR shall furnish OWNER with certificates of insurance evidencing all required coverages prior to commencing any work or services under this AgreementContract. If requested by OWNER, CONTRACTOR shall furnish OWNER with executed copies of such policies of insurance. CONTRACTOR shall furnish OWNER with at least 30 days’ written notice of cancellation of, or any modification to, the required insurance coverages. Failure to maintain any required insurance coverages in the minimum required amounts shall constitute a material breach of this Agreement Contract and shall be grounds for immediate termination of this AgreementContract. 8.6 8.7 All liability insurance, except for Workers’ Compensation, Professional Liability, and Network Security and Privacy Liability (if applicable), required under this Agreement Contract must include an additional insured endorsement with the certificate of insurance specifying the OWNERCity of Sweet Home, its council, officers, representatives, employees, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under this AgreementContract. Coverage shall be primary and non- non-contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent and attached to Certificate of Insurance. 8.7 8.8 CONTRACTOR, its subcontractors, if any, and all employers working under this Agreement Contract are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage for all subject workers. 8.8 8.9 CONTRACTOR warrants that all persons engaged in Contract work and subject to the Oregon Workers’ Compensation Law are covered by a workers’ compensation plan or insurance policy that fully complies with Oregon law. CONTRACTOR shall indemnify OWNER for any liability incurred by OWNER as a result of CONTRACTOR’s breach of the warranty under this paragraph. 8.9 OWNER 8.10 CONTRACTOR hereby agrees to indemnify and hold CONTRACTOR OWNER harmless from any liability for or damages from third party claims for bodily injury, including death, property damages and pollution damages to the extent such claims which may arise from OWNERCONTRACTOR’s negligence or willful misconduct under this Agreement; provided, OWNER CONTRACTOR shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. 8.10 8.11 CONTRACTOR shall be liable for those fines or civil penalties imposed by a regulatory or enforcement agency for violations occurring on or after , 20[ ], of the wastewater effluent quality requirements provided for in Exhibit D to the extent that such fines or civil penalties are a result of CONTRACTOR’s negligence or willful misconduct. 8.11 8.12 CONTRACTOR shall be liable for those fines or civil penalties imposed by a regulatory or enforcement agency for violations occurring on or after , 20[ ], of the drinking water treatment effluent quality requirements provided for in Oregon Health Authority rules to the extent that such fines or civil penalties are a result of CONTRACTOR’s negligence or willful misconduct. 8.12 8.13 OWNER shall be liable for those fines or civil penalties imposed by any regulatory or enforcement agencies on OWNER and/or CONTRACTOR that are not a result of CONTRACTOR’s negligence or willful misconduct or are otherwise directly related to the ownership of the Project and shall indemnify and hold CONTRACTOR harmless from the payment of any such fines and/or penalties. 8.13 If the OWNER’s wastewater treatment system and water treatment system loading exceed its design parameters or if influent contains: i) abnormal, toxic or other substances which cannot be removed or treated by the existing OWNER’s wastewater treatment system and water treatment system; or ii) discharges which violate applicable ordinances, the CONTRACTOR will use its best efforts to maximize performance of the OWNER’s wastewater treatment system and water treatment system but shall not be responsible for associated effluent characteristics or damages, fines or penalties which result. 8.14 Contractor shall save, hold harmless, and indemnify the OWNER and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Agreement, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, negligence, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Agreement; provided, CONTRACTOR shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. 8.15 Contractor is liable for all Claims for personal injury (including death), damage to real property and damage to tangible and intangible personal property of the OWNER or any of its employees, officers, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of CONTRACTOR or its officers, employees, subcontractors, or agents under this Agreement. 8.16 Except for liability arising out of or related to Section 8.14 or 8.15, CONTRACTOR’s liability for damages for any cause whatsoever shall be limited to twice the Annual Compensation of this Agreement, exclusive of any insurance and bonding. 8.17 Except for liability to third persons arising out of or related to Section 8.14 or 8.15, neither party will be liable to the other for any lost profits, lost savings, or punitive, indirect, exemplary, consequential, or incidental damages. 8.18 Under no circumstances shall CONTRACTOR be responsible for any damages, losses, settlement, payment deficiencies, liabilities, costs and expenses arising directly or indirectly because of the execution or implementation of instruction or directions provided by the OWNER or any of its directors, officers, employees, agents, or representatives. 8.19 CONTRACTOR shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties incurred by the OWNER or any third party as a result of a data security breach or other cyber security breach to the Project or the OWNER’s computer systems, operating systems, and all other technological or information systems related to the Project and Services provided hereunder, except to the extent such liability, loss, damage, expense, fine, or penalty is the direct result of CONTRACTOR’s willful or negligent acts or omissions. 8.20 The warranties and/or performance guarantees for any components, parts, materials, and equipment provided under this Agreement shall be limited to those as provided by the manufacturer or supplier; CONTRACTOR shall be responsible for maintaining all manufacturers' warranties on the equipment provided hereunder. In addition, the CONTRACTOR shall assist the OWNER in enforcing the warranties and guarantees, if any, for the services, parts, materials, and equipment provided hereunder. The OWNER’s remedies for the manufacturer or supplier’s breach of its warranty obligations or performance guarantees shall be limited to those provided by the manufacturer or supplier and the CONTRACTOR shall not have additional liability beyond the remedies provided for by the manufacturer or supplier. 8.21 If any information, opinions, recommendations, advice, or other work product or any data, information, procedures, charts, spreadsheets, logs, instruments, documents, plans, designs, specifications, customer data, billing information, regulatory filings, permits, authorizations, licenses, or other records are provided by the OWNER or any third party acting on behalf the OWNER (excluding OWNER’s prior operator for the Facility) are provided to and used or relied on by CONTRACTOR, the OWNER will be liable for any damages resulting directly or indirectly from such use and reliance.

INDEMNITY, LIABILITY AND INSURANCE. 8.1 During the term of this AgreementContract, CONTRACTOR COMPANY shall maintain, at its own expense, the following types of insurance in the following amounts: 8.1.1 a. Comprehensive general liability insurance, including coverage for premises operations, independent contractors, protected products, completed operations, contractual liability, personal injury, and broad form for property damage (including coverage for explosion, collapse, and underground hazards, if applicable):  Worker’s Compensation $2,000,000 policy limit and $2,000,000 employee limit.  Business Automobile Liability $2,000,000 combined single limit coverage.  Commercial General Liability $1,000,000 5,000,000 per occurrence and $2,000,000 10,000,000 aggregate.  Pollution Liability $2,000,000 per claim and aggregate  Umbrella Liability Coverage $8,000,000 4,000,000 per claim claims and $12,000,000 in the aggregate.  Coverage shall also include contractual liability coverage for the indemnity provided under this Agreementcontract. 8.1.2 b. The limits required in this Section 8.1 may be met with a combination of underlying and umbrella coverage. 8.2 Except as required in 8.1(d) above, if any of the above required insurance is arranged on a “claims made” basis, “tail” coverage will be required at final completion or termination of this Contract for a duration of two (2) years. 8.3 Policies shall provide that OWNER, its council, officers, representatives, employees, and agents will be included as an additional insured with respect to the coverages required in Section 8.1.1 8.1(a) and a waiver of subrogation against them shall be obtained for all coverages. 8.3 8.4 All coverages under Section 8.1 shall be primary over any insurance OWNER may carry on its own. 8.4 8.5 All policies of insurance shall be issued by companies good, responsible companies, with a rating A+ or better reasonably acceptable to OWNER and that are qualified to do business in the state of Oregon. 8.5 CONTRACTOR 8.6 COMPANY shall furnish OWNER with certificates of insurance evidencing all required coverages prior to commencing any work or services under this AgreementContract. If requested by OWNER, CONTRACTOR COMPANY shall furnish OWNER with executed copies of such policies of insurance. CONTRACTOR COMPANY shall furnish OWNER with at least 30 days’ written notice of cancellation of, or any modification to, the required insurance coverages. Failure to maintain any required insurance coverages in the minimum required amounts shall constitute a material breach of this Agreement Contract and shall be grounds for immediate termination of this AgreementContract. 8.6 8.7 All liability insurance, except for Workers’ Compensation, Professional Liability, and Network Security and Privacy Liability (if applicable), required under this Agreement Contract must include an additional insured endorsement with the certificate of insurance specifying the OWNEROWNER of Sweet Home, its council, officers, representatives, employees, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under this AgreementContract. Coverage shall be primary and non- non-contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent and attached to Certificate of Insurance. 8.7 CONTRACTOR8.8 COMPANY, its subcontractors, if any, and all employers working under this Agreement Contract are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage for all subject workers. 8.8 CONTRACTOR 8.9 COMPANY warrants that all persons engaged in Contract work and subject to the Oregon Workers’ Compensation Law are covered by a workers’ compensation plan or insurance policy that fully complies with Oregon law. CONTRACTOR COMPANY shall indemnify OWNER for any liability incurred by OWNER as a result of CONTRACTORCOMPANY’s breach of the warranty under this paragraph. 8.9 OWNER 8.10 COMPANY hereby agrees to indemnify and hold CONTRACTOR OWNER harmless from any liability for or damages from third party claims for bodily injury, including death, property damages and pollution damages to the extent such claims which may arise from OWNERCOMPANY’s negligence or willful misconduct under this Agreement; provided, OWNER COMPANY shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. 8.10 CONTRACTOR 8.11 COMPANY shall be liable for those fines or civil penalties imposed by a regulatory or enforcement agency for violations occurring on or after , 20[ ], of the wastewater effluent quality requirements provided for in Exhibit D to the extent that such fines or civil penalties are a result of CONTRACTOR’s negligence or willful misconduct. 8.11 CONTRACTOR shall be liable for those fines or civil penalties imposed by a regulatory or enforcement agency for violations occurring on or after , 20[ ], of the drinking water treatment effluent quality requirements provided for in Oregon Health Authority rules to the extent that such fines or civil penalties are a result of CONTRACTORCOMPANY’s negligence or willful misconduct. 8.12 OWNER shall be liable for those fines or civil penalties imposed by any regulatory or enforcement agencies on OWNER and/or CONTRACTOR COMPANY that are not a result of CONTRACTORCOMPANY’s negligence or willful misconduct or are otherwise directly related to the ownership of the Project and shall indemnify and hold CONTRACTOR COMPANY harmless from the payment of any such fines and/or penalties. 8.13 If the OWNER’s wastewater treatment system and water treatment system loading exceed its design parameters or if influent contains: i) abnormal, toxic or other substances which cannot be removed or treated by the existing OWNER’s wastewater treatment system and water treatment system; or ii) discharges which violate applicable ordinances, the CONTRACTOR will use its best efforts to maximize performance of the OWNER’s wastewater treatment system and water treatment system but shall not be responsible for associated effluent characteristics or damages, fines or penalties which result. 8.14 Contractor shall save, hold harmless, and indemnify the OWNER and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Agreement, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, negligence, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Agreement; provided, CONTRACTOR shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. 8.15 Contractor is liable for all Claims for personal injury (including death), damage to real property and damage to tangible and intangible personal property of the OWNER or any of its employees, officers, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of CONTRACTOR or its officers, employees, subcontractors, or agents under this Agreement. 8.16 Except for liability arising out of or related to Section 8.14 or 8.15, CONTRACTOR’s liability for damages for any cause whatsoever shall be limited to twice the Annual Compensation of this Agreement, exclusive of any insurance and bonding. 8.17 Except for liability to third persons arising out of or related to Section 8.14 or 8.15, neither party will be liable to the other for any lost profits, lost savings, or punitive, indirect, exemplary, consequential, or incidental damages. 8.18 Under no circumstances shall CONTRACTOR be responsible for any damages, losses, settlement, payment deficiencies, liabilities, costs and expenses arising directly or indirectly because of the execution or implementation of instruction or directions provided by the OWNER or any of its directors, officers, employees, agents, or representatives. 8.19 CONTRACTOR shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties incurred by the OWNER or any third party as a result of a data security breach or other cyber security breach to the Project or the OWNER’s computer systems, operating systems, and all other technological or information systems related to the Project and Services provided hereunder, except to the extent such liability, loss, damage, expense, fine, or penalty is the direct result of CONTRACTOR’s willful or negligent acts or omissions. 8.20 The warranties and/or performance guarantees for any components, parts, materials, and equipment provided under this Agreement shall be limited to those as provided by the manufacturer or supplier; CONTRACTOR shall be responsible for maintaining all manufacturers' warranties on the equipment provided hereunder. In addition, the CONTRACTOR shall assist the OWNER in enforcing the warranties and guarantees, if any, for the services, parts, materials, and equipment provided hereunder. The OWNER’s remedies for the manufacturer or supplier’s breach of its warranty obligations or performance guarantees shall be limited to those provided by the manufacturer or supplier and the CONTRACTOR shall not have additional liability beyond the remedies provided for by the manufacturer or supplier. 8.21 If any information, opinions, recommendations, advice, or other work product or any data, information, procedures, charts, spreadsheets, logs, instruments, documents, plans, designs, specifications, customer data, billing information, regulatory filings, permits, authorizations, licenses, or other records are provided by the OWNER or any third party acting on behalf the OWNER (excluding OWNER’s prior operator for the Facility) are provided to and used or relied on by CONTRACTOR, the OWNER will be liable for any damages resulting directly or indirectly from such use and reliance.

INDEMNITY, LIABILITY AND INSURANCE. 8.1 During the term of this AgreementContract, CONTRACTOR shall maintain, at its own expense, the following types of insurance in the following amounts: 8.1.1 Comprehensive general liability insurance, including coverage for premises operations, independent contractors, protected products, completed operations, contractual liability, personal injury, and broad form for property damage (including coverage for explosion, collapse, and underground hazards, if applicable):  • Worker’s Compensation $2,000,000 policy limit and $2,000,000 employee limit.  • Business Automobile Liability $2,000,000 combined single limit coverage.  • Commercial General Liability $1,000,000 5,000,000 per occurrence and $2,000,000 10,000,000 aggregate.  • Pollution Liability $2,000,000 per claim and aggregate  • Umbrella Liability Coverage $8,000,000 4,000,000 per claim claims and $12,000,000 in the aggregate.  • Coverage shall also include contractual liability coverage for the indemnity provided under this Agreementcontract. 8.1.2 The limits required in this Section 8.1 may be met with a combination of underlying and umbrella coverage. 8.2 If any of the above required insurance is arranged on a “claims made” basis, “tail” coverage will be required at final completion or termination of this Contract for a duration of two (2) years. 8.3 Policies shall provide that OWNER, its council, officers, representatives, employees, and agents will be included as an additional insured with respect to the coverages required in Section 8.1.1 and a waiver of subrogation against them shall be obtained for all coverages. 8.3 8.4 All coverages under Section 8.1 shall be primary over any insurance OWNER may carry on its own. 8.4 8.5 All policies of insurance shall be issued by companies good, responsible companies, with a rating A+ or better reasonably acceptable to OWNER and that are qualified to do business in the state of Oregon. 8.5 8.6 CONTRACTOR shall furnish OWNER with certificates of insurance evidencing all required coverages prior to commencing any work or services under this AgreementContract. If requested by OWNER, CONTRACTOR shall furnish OWNER with executed copies of such policies of insurance. CONTRACTOR shall furnish OWNER with at least 30 days’ written notice of cancellation of, or any modification to, the required insurance coverages. Failure to maintain any required insurance coverages in the minimum required amounts shall constitute a material breach of this Agreement Contract and shall be grounds for immediate termination of this AgreementContract. 8.6 8.7 All liability insurance, except for Workers’ Compensation, Professional Liability, and Network Security and Privacy Liability (if applicable), required under this Agreement Contract must include an additional insured endorsement with the certificate of insurance specifying the OWNERCity of Sweet Home, its council, officers, representatives, employees, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Contractor's activities to be performed under this AgreementContract. Coverage shall be primary and non- non-contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 04 13 or equivalent and attached to Certificate of Insurance. 8.7 8.8 CONTRACTOR, its subcontractors, if any, and all employers working under this Agreement Contract are subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS 656.017, which requires them to provide workers’ compensation coverage for all subject workers. 8.8 8.9 CONTRACTOR warrants that all persons engaged in Contract work and subject to the Oregon Workers’ Compensation Law are covered by a workers’ compensation plan or insurance policy that fully complies with Oregon law. CONTRACTOR shall indemnify OWNER for any liability incurred by OWNER as a result of CONTRACTOR’s breach of the warranty under this paragraph. 8.9 OWNER 8.10 CONTRACTOR hereby agrees to indemnify and hold CONTRACTOR OWNER harmless from any liability for or damages from third party claims for bodily injury, including death, property damages and pollution damages to the extent such claims which may arise from OWNERCONTRACTOR’s negligence or willful misconduct under this Agreement; provided, OWNER CONTRACTOR shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. 8.10 8.11 CONTRACTOR shall be liable for those fines or civil penalties imposed by a regulatory or enforcement agency for violations occurring on or after , 20[ ], of the wastewater effluent quality requirements provided for in Exhibit D to the extent that such fines or civil penalties are a result of CONTRACTOR’s negligence or willful misconduct. 8.11 8.12 CONTRACTOR shall be liable for those fines or civil penalties imposed by a regulatory or enforcement agency for violations occurring on or after , 20[ ], of the drinking water treatment effluent quality requirements provided for in Oregon Health Authority rules to the extent that such fines or civil penalties are a result of CONTRACTOR’s negligence or willful misconduct. 8.12 8.13 OWNER shall be liable for those fines or civil penalties imposed by any regulatory or enforcement agencies on OWNER and/or CONTRACTOR that are not a result of CONTRACTOR’s negligence or willful misconduct or are otherwise directly related to the ownership of the Project and shall indemnify and hold CONTRACTOR harmless from the payment of any such fines and/or penalties. 8.13 If the OWNER’s wastewater treatment system and water treatment system loading exceed its design parameters or if influent contains: i) abnormal, toxic or other substances which cannot be removed or treated by the existing OWNER’s wastewater treatment system and water treatment system; or ii) discharges which violate applicable ordinances, the CONTRACTOR will use its best efforts to maximize performance of the OWNER’s wastewater treatment system and water treatment system but shall not be responsible for associated effluent characteristics or damages, fines or penalties which result. 8.14 Contractor shall save, hold harmless, and indemnify the OWNER and their officers, employees and agents from and against all third party claims, suits, actions, losses, damages, liabilities, costs (including attorneys’ fees) and expenses (collectively, "Claims") of any nature whatsoever resulting from, arising out of, or relating to the activities of Contractor or its officers, employees, subcontractors, or agents under this Agreement, including but not limited to, unauthorized disclosure of Confidential Information, professional malfeasance, infringement of intellectual property rights, negligence, intentional, willful, or wanton wrongful acts, and acts outside the scope of Services set forth in this Agreement; provided, CONTRACTOR shall be liable only for that percentage of total damages that corresponds to its percentage of total negligence or fault. 8.15 Contractor is liable for all Claims for personal injury (including death), damage to real property and damage to tangible and intangible personal property of the OWNER or any of its employees, officers, subcontractors or agents resulting from, arising out of, or relating to the intentional, reckless or negligent acts or omissions of CONTRACTOR or its officers, employees, subcontractors, or agents under this Agreement. 8.16 Except for liability arising out of or related to Section 8.14 or 8.15, CONTRACTOR’s liability for damages for any cause whatsoever shall be limited to twice the Annual Compensation of this Agreement, exclusive of any insurance and bonding. 8.17 Except for liability to third persons arising out of or related to Section 8.14 or 8.15, neither party will be liable to the other for any lost profits, lost savings, or punitive, indirect, exemplary, consequential, or incidental damages. 8.18 Under no circumstances shall CONTRACTOR be responsible for any damages, losses, settlement, payment deficiencies, liabilities, costs and expenses arising directly or indirectly because of the execution or implementation of instruction or directions provided by the OWNER or any of its directors, officers, employees, agents, or representatives. 8.19 CONTRACTOR shall not be liable for any liabilities, losses, damages, expenses, fines, or penalties incurred by the OWNER or any third party as a result of a data security breach or other cyber security breach to the Project or the OWNER’s computer systems, operating systems, and all other technological or information systems related to the Project and Services provided hereunder, except to the extent such liability, loss, damage, expense, fine, or penalty is the direct result of CONTRACTOR’s willful or negligent acts or omissions. 8.20 The warranties and/or performance guarantees for any components, parts, materials, and equipment provided under this Agreement shall be limited to those as provided by the manufacturer or supplier; CONTRACTOR shall be responsible for maintaining all manufacturers' warranties on the equipment provided hereunder. In addition, the CONTRACTOR shall assist the OWNER in enforcing the warranties and guarantees, if any, for the services, parts, materials, and equipment provided hereunder. The OWNER’s remedies for the manufacturer or supplier’s breach of its warranty obligations or performance guarantees shall be limited to those provided by the manufacturer or supplier and the CONTRACTOR shall not have additional liability beyond the remedies provided for by the manufacturer or supplier. 8.21 If any information, opinions, recommendations, advice, or other work product or any data, information, procedures, charts, spreadsheets, logs, instruments, documents, plans, designs, specifications, customer data, billing information, regulatory filings, permits, authorizations, licenses, or other records are provided by the OWNER or any third party acting on behalf the OWNER (excluding OWNER’s prior operator for the Facility) are provided to and used or relied on by CONTRACTOR, the OWNER will be liable for any damages resulting directly or indirectly from such use and reliance.