Common use of Liability of the Consultant Clause in Contracts

Liability of the Consultant. 1. To the fullest extent permitted by law, in addition to any liability or obligations of the Consultant to the University that may exist under any other provisions of this Agreement or by statute or otherwise, the Consultant shall assume all risks of liability for its performance, and that of any of its officers, employees, suppliers, subconsultants, subcontractors or agents and shall be solely responsible and liable for all liabilities, losses, damages, costs or expenses, including attorney's fees, arising from any claim, action or proceeding relating to or in any way connected with the performance of this Agreement and covenants and agrees to defend if requested, indemnify and hold harmless the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees, from any and all liability, demands, claims, suits, causes of action and losses of whatever kind and nature, arising out of or in connection with its performance of any service or contract resulting from this Agreement, including negligence, active or passive or improper conduct of the Consultant, its officers, subconsultants, agents, suppliers, subcontractors or employees, errors or omissions of the Consultants, its subconsultants, suppliers, agents or employees, or the failure by the Consultant, its officers, subconsultants, agents, subcontractors or employees to perform any obligations or commitments to the State of New York, the State University of New York, the State University Construction Fund, its agents, officers, and employees, or third parties arising out of or resulting from this Agreement, the performance of the services, or the work. 2. To the fullest extent permitted by law, the Consultant shall also indemnify the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees for breach of contract not related to professional services. 3. The Consultant represents it and its subconsultants, subcontractors, agents, employees and officers shall possess the license, experience, knowledge and character necessary to qualify them individually for the particular duties they perform in connection with the Project. For the purpose of this Agreement, the terms “inspection” and/or “administration” shall not be interpreted as the Consultant’s guarantee of any contractor’s workmanship or that such contractors will not breach their construction contract. 4. Prior to the commencement of the work to be performed by the Consultant, the Consultant shall submit to the University, certificates of insurance showing evidence of compliance with all insurance requirements contained in the contract. Certificates of Insurance (with the exception of Workers’ Compensation and Disability) must be provided on an XXXXX 25 Certificate of Insurance, or an equivalent form, and shall reference the project, contract or agreement number. Certificates of Insurance shall disclose any deductible, self insured retention, aggregate limit or any exclusion to the policy that materially changes the coverage required by the contract; specify the additional insureds and named insureds as required therein; and be signed by an authorized representative of the insurance carrier or producer. Deductibles or self-insured retentions above $250,000 are subject to approval by the University and additional security may be required. Only original documents will be accepted. 5. All insurance shall provide that the required coverage apply on a primary and not on an excess or contributing basis as to any other insurance that may be available to the University for any claim arising from the Consultant’s work under this Agreement, or as a result of Consultant’s activities. Any other insurance maintained by the University shall be in excess of and shall not contribute to the Consultant’s insurance regardless of any “other insurance” clause contained in the University’s own policy of insurance. 6. All insurance shall be maintained with insurance carriers authorized to do business in New York State and rated at least “A-” by A.M. Best Company. The Consultant shall cause all insurance to be in full force and effect as of the commencement date of this contract and to remain in full force and effect throughout the term of the contract and as further required by the contract. Not less than thirty days prior to the expiration date or renewal date, the Consultant shall supply the University with updated replacement certificates of insurance and endorsements. The Consultant shall advise the University of any letter or notification that cancels, materially changes, or non- renews the policy and Consultant shall require the insurance carrier(s) to copy the University on any letter or notification that cancels, materially changes, or non- renews the policy. If required by the University, Consultant shall deliver to the University within forty-five (45) days of such request, a copy of any or all policies of insurance not previously provided, certified by the insurance carrier as true and complete. 7. Should the Consultant engage a subconsultant or subcontractor, the Consultant shall impose the insurance requirements in this document on those entities. Consultant shall keep the subconsultant certificates of insurance on file and produce them upon the demand of the University. 8. The Consultant shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of the contract, or as required by law, whichever is greater. The Commercial General Liability policy, and any umbrella/excess policies used to meet the “Each occurrence” limits specified below, must be endorsed to be primary with respects to the coverage afforded the Additional Insureds.

Liability of the Consultant. 1. To the fullest extent permitted by law, in addition to any liability or obligations of the Consultant to the University Fund that may exist under any other provisions of this Agreement or by statute or otherwise, the Consultant shall assume all risks of liability for its performance, and that of any of its officers, employees, suppliers, subconsultants, subcontractors or agents agents, and shall be solely responsible and liable for all liabilities, losses, damages, costs or expenses, including attorney's ’s fees, arising from any claim, action or proceeding relating to or in any way connected with the performance of this Agreement and covenants and agrees to defend if requested, indemnify and hold harmless the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees, from any and all liability, demands, claims, suits, causes of action and losses of whatever kind and nature, arising out of or in connection with its performance of any service or contract resulting from this Agreement, including negligence, active or passive or improper conduct of the Consultant, its officers, subconsultants, agents, suppliers, subcontractors subcontractor or employees, errors or omissions of the Consultants, its subconsultants, suppliers, agents or employees, or the failure by the Consultant, its officers, subconsultants, agents, subcontractors or employees to perform any obligations or commitments to the State of New York, the State University of New York, the State University Construction Fund, its agents, officers, and employees, or third parties arising out of or resulting from this the Agreement, the performance of the services, or the work. 2. To the fullest extent permitted by law, the Consultant shall also indemnify the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees for breach of contract not related to professional services. 3. The Consultant represents it and its subconsultants, subcontractors, agents, employees and officers shall possess the license, experience, knowledge and character necessary to qualify them individually for the particular duties they perform in connection with the Project. For the purpose of this Agreement, the terms “inspection” and/or “administration” shall not be interpreted as the Consultant’s guarantee of any contractor’s workmanship or that such contractors will not breach their construction contract. 4. Prior to the commencement of the work to be performed by the Consultant, the Consultant shall submit to the UniversityFund, certificates of insurance showing evidence of compliance with all insurance requirements contained in the contractAgreement. Certificates of Insurance (with the exception of Workers’ Compensation and Disability) must be provided on an XXXXX 25 Certificate of Insurance, or an equivalent form, and shall reference the project, contract or agreement number. Certificates of Insurance shall disclose any deductible, self insured retention, aggregate limit or any exclusion to the policy that materially changes the coverage required by the contract; specify the additional insureds and named insureds as required therein; and be signed by an authorized representative of the insurance carrier or producer. Deductibles or self-insured retentions above $250,000 are subject to approval by the University Fund and additional security may be required. . Only original documents with original signatures will be accepted. 5accepted for those documents not emailed directly by the insurance carrier or agent, to XXXXxxxxxxxxx@xxxx.xxx. All insurance shall provide that the required coverage apply on a primary and not on an excess or contributing basis as to any other insurance that may be available to the University Fund for any claim arising from the Consultant’s work under this Agreement, or as a result of Consultant’s activities. Any other insurance maintained by the University shall be in excess of and shall not contribute to the Consultant’s insurance regardless of any “other insurance” clause contained in the University’s own policy of insurance. 6. All insurance shall be maintained with insurance carriers authorized to do business in New York State and rated at least “A-” by A.M. Best Company. The Consultant shall cause all insurance to be in full force and effect as of the commencement date of this contract and to remain in full force and effect throughout the term of the contract and as further required by the contract. Not less than thirty days prior to the expiration date or renewal date, the Consultant shall supply the University with updated replacement certificates of insurance and endorsements. The Consultant shall advise the University of any letter or notification that cancels, materially changes, or non- renews the policy and Consultant shall require the insurance carrier(s) to copy the University on any letter or notification that cancels, materially changes, or non- renews the policy. If required by the University, Consultant shall deliver to the University within forty-five (45) days of such request, a copy of any or all policies of insurance not previously provided, certified by the insurance carrier as true and complete. 7. Should the Consultant engage a subconsultant or subcontractor, the Consultant shall impose the insurance requirements in this document on those entities. Consultant shall keep the subconsultant certificates of insurance on file and produce them upon the demand of the University. 8. The Consultant shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of the contract, or as required by law, whichever is greater. The Commercial General Liability policy, and any umbrella/excess policies used to meet the “Each occurrence” limits specified below, must be endorsed to be primary with respects to the coverage afforded the Additional Insureds.

Liability of the Consultant. 1. To the fullest extent permitted by law, in addition to any liability or obligations of the Consultant to the University Fund that may exist under any other provisions of this Agreement or by statute or otherwise, the Consultant shall assume all risks of liability for its performance, and that of any of its officers, employees, suppliers, subconsultants, subcontractors or agents and shall be solely responsible and liable for all liabilities, losses, damages, costs or expenses, including attorney's fees, arising from any claim, action or proceeding relating to or in any way connected with the performance of this Agreement Agreement, including specifically Work Order Assignments, and covenants and agrees to defend if requested, indemnify and hold harmless the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees, from any and all liability, demands, claims, suits, causes of action and losses of whatever kind and nature, arising out of or in connection with its performance of any service or contract resulting from this Agreement, including negligence, active or passive or improper conduct of the Consultant, its officers, subconsultants, agents, suppliers, subcontractors or employees, errors or omissions of the Consultants, its subconsultants, suppliers, agents or employees, or the failure by the Consultant, its officers, subconsultants, agents, subcontractors or employees to perform any obligations or commitments to the State of New York, the State University of New York, the State University Construction Fund, its agents, officers, and employees, or third parties arising out of or resulting from this Agreement, the performance of the services, or the work. 2work performed pursuant to a Work Order Assignment. To the fullest extent permitted by law, the Consultant shall also indemnify the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees for breach of contract not related to professional services. 3. The Consultant represents it and its subconsultants, subcontractors, agents, employees and officers shall possess the license, experience, knowledge and character necessary to qualify them individually for the particular duties they perform in connection with the Project. For the purpose of this Agreement, the terms “inspection” and/or “administration” shall not be interpreted as the Consultant’s guarantee of any contractor’s workmanship or that such contractors will not breach their construction contract. 4Assignment(s). Prior to the commencement of the work to be performed by the Consultant, the Consultant shall submit to the UniversityFund, certificates of insurance showing evidence of compliance with all insurance requirements contained in the contract. Certificates of Insurance (with the exception of Workers’ Compensation and Disability) must be provided on an XXXXX 25 Certificate of Insurance, Insurance or an equivalent form, and shall reference the project, contract or agreement numberdocument. Certificates of Insurance shall disclose any deductible, self self- insured retention, aggregate limit or any exclusion to the policy that materially changes the coverage required by the contract; specify the additional insureds and named insureds as required therein; and be signed by an authorized representative of the insurance carrier or producer. Deductibles or self-self- insured retentions above $250,000 are subject to approval by the University Fund and additional security may be required. Only original documents with original signatures will be accepted. 5accepted for those documents not emailed directly by the insurance carrier or agent, to XXXXxxxxxxxxx@xxxx.xxx. All insurance shall provide that the required coverage apply on a primary and not on an excess or contributing basis as to any other insurance that may be available to the University Fund for any claim arising from the Consultant’s work under this Agreement, or as a result of Consultant’s activities. Any other insurance maintained by the University shall be in excess of and shall not contribute to the Consultant’s insurance regardless of any “other insurance” clause contained in the University’s own policy of insurance. 6. All insurance shall be maintained with insurance carriers authorized to do business in New York State and rated at least “A-” by A.M. Best Company. The Consultant shall cause all insurance to be in full force and effect as of the commencement date of this contract and to remain in full force and effect throughout the term of the contract and as further required by the contract. Not less than thirty days prior to the expiration date or renewal date, the Consultant shall supply the University with updated replacement certificates of insurance and endorsements. The Consultant shall advise the University of any letter or notification that cancels, materially changes, or non- renews the policy and Consultant shall require the insurance carrier(s) to copy the University on any letter or notification that cancels, materially changes, or non- renews the policy. If required by the University, Consultant shall deliver to the University within forty-five (45) days of such request, a copy of any or all policies of insurance not previously provided, certified by the insurance carrier as true and complete. 7. Should the Consultant engage a subconsultant or subcontractor, the Consultant shall impose the insurance requirements in this document on those entities. Consultant shall keep the subconsultant certificates of insurance on file and produce them upon the demand of the University. 8. The Consultant shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of the contract, or as required by law, whichever is greater. The Commercial General Liability policy, and any umbrella/excess policies used to meet the “Each occurrence” limits specified below, must be endorsed to be primary with respects to the coverage afforded the Additional Insureds.

Liability of the Consultant. 1. To the fullest extent permitted by law, in addition to any liability or obligations of the Consultant to the University Fund that may exist under any other provisions of this Agreement or by statute or otherwise, the Consultant shall assume all risks of liability for its performance, and that of any of its officers, employees, suppliers, subconsultants, subcontractors or agents agents, and shall be solely responsible and liable for all liabilities, losses, damages, costs or expenses, including attorney's ’s fees, arising from any claim, action or proceeding relating to or in any way connected with the performance of this Agreement and covenants and agrees to defend if requested, indemnify and hold harmless the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees, from any and all liability, demands, claims, suits, causes of action and losses of whatever kind and nature, arising out of or in connection with its performance of any service or contract resulting from this Agreement, including negligence, active or passive or improper conduct of the Consultant, its officers, subconsultants, agents, suppliers, subcontractors subcontractor or employees, errors or omissions of the Consultants, its subconsultants, suppliers, agents or employees, or the failure by the Consultant, its officers, subconsultants, agents, subcontractors or employees to perform any obligations or commitments to the State of New York, the State University of New York, the State University Construction Fund, its agents, officers, and employees, or third parties arising out of or resulting from this the Agreement, the performance of the services, or the work. 2. To the fullest extent permitted by law, the Consultant shall also indemnify the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees for breach of contract not related to professional services. 3. The Consultant represents it and its subconsultants, subcontractors, agents, employees and officers shall possess the license, experience, knowledge and character necessary to qualify them individually for the particular duties they perform in connection with the Project. For the purpose of this Agreement, the terms “inspection” and/or “administration” shall not be interpreted as the Consultant’s guarantee of any contractor’s workmanship or that such contractors will not breach their construction contract. 4. Prior to the commencement of the work to be performed by the Consultant, the Consultant shall submit to the UniversityFund, certificates of insurance showing evidence of compliance with all insurance requirements contained in the contractAgreement. Certificates of Insurance (with the exception of Workers’ Compensation and Disability) must be provided on an XXXXX 25 Certificate of Insurance, or an equivalent form, and shall reference the project, contract or agreement number. Certificates of Insurance shall disclose any deductible, self insured retention, aggregate limit or any exclusion to the policy that materially changes the coverage required by the contract; specify the additional insureds and named insureds as required therein; and be signed by an authorized representative of the insurance carrier or producer. Deductibles or self-insured retentions above $250,000 are subject to approval by the University Fund and additional security may be required. . Only original documents with original signatures will be accepted. 5accepted for those documents not emailed directly by the insurance carrier or agent, to XXXX.xxxxxxxxx@xxxx.xxx. All insurance shall provide that the required coverage apply on a primary and not on an excess or contributing basis as to any other insurance that may be available to the University Fund for any claim arising from the Consultant’s work under this Agreement, or as a result of Consultant’s activities. Any other insurance maintained by the University shall be in excess of and shall not contribute to the Consultant’s insurance regardless of any “other insurance” clause contained in the University’s own policy of insurance. 6. All insurance shall be maintained with insurance carriers authorized to do business in New York State and rated at least “A-” by A.M. Best Company. The Consultant shall cause all insurance to be in full force and effect as of the commencement date of this contract and to remain in full force and effect throughout the term of the contract and as further required by the contract. Not less than thirty days prior to the expiration date or renewal date, the Consultant shall supply the University with updated replacement certificates of insurance and endorsements. The Consultant shall advise the University of any letter or notification that cancels, materially changes, or non- renews the policy and Consultant shall require the insurance carrier(s) to copy the University on any letter or notification that cancels, materially changes, or non- renews the policy. If required by the University, Consultant shall deliver to the University within forty-five (45) days of such request, a copy of any or all policies of insurance not previously provided, certified by the insurance carrier as true and complete. 7. Should the Consultant engage a subconsultant or subcontractor, the Consultant shall impose the insurance requirements in this document on those entities. Consultant shall keep the subconsultant certificates of insurance on file and produce them upon the demand of the University. 8. The Consultant shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of the contract, or as required by law, whichever is greater. The Commercial General Liability policy, and any umbrella/excess policies used to meet the “Each occurrence” limits specified below, must be endorsed to be primary with respects to the coverage afforded the Additional Insureds.

Liability of the Consultant. 1. To the fullest extent permitted by law, in addition to any liability or obligations of the Consultant to the University Fund that may exist under any other provisions of this Agreement or by statute or otherwise, the Consultant shall assume all risks of liability for its performance, and that of any of its officers, employees, suppliers, subconsultants, subcontractors or agents and shall be solely responsible and liable for all liabilities, losses, damages, costs or expenses, including attorney's fees, arising from any claim, action or proceeding relating to or in any way connected with the performance of this Agreement Agreement, including specifically, Work Order Assignments, and covenants and agrees to defend if requested, indemnify and hold harmless the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees, from any and all liability, demands, claims, suits, causes of action and losses of whatever kind and nature, arising out of or in connection with its performance of any service or contract resulting from this Agreement, including negligence, active or passive or improper conduct of the Consultant, its officers, subconsultants, agents, suppliers, subcontractors or employees, errors or omissions of the ConsultantsConsultant, its subconsultants, suppliers, agents or employees, or the failure by the Consultant, its officers, subconsultants, agents, subcontractors or employees to perform any obligations or commitments to the State of New York, the State University of New York, the State University Construction Fund, its agents, officers, and employees, or third parties arising out of or resulting from this Agreement, the performance of the services, or the work. 2work performed pursuant to a Work Order Assignment. To the fullest extent permitted by law, the Consultant shall also indemnify the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees for breach of contract not related to professional services. 3. The Consultant represents it and its subconsultants, subcontractors, agents, employees and officers shall possess the license, experience, knowledge and character necessary to qualify them individually for the particular duties they perform in connection with the Project. For the purpose of this Agreement, the terms “inspection” and/or “administration” shall not be interpreted as the Consultant’s guarantee of any contractor’s workmanship or that such contractors will not breach their construction contract. 4. Prior to the commencement of the work to be performed by the Consultant, the Consultant shall submit to the UniversityFund, certificates of insurance showing evidence of compliance with all insurance requirements contained in the contractAgreement. Certificates of Insurance (with the exception of Workers’ Compensation and Disability) must be provided on an XXXXX 25 Certificate of Insurance, or an equivalent form, and shall reference form that is approved by the project, contract or agreement numberFund. Certificates of Insurance shall disclose any deductible, self self-insured retention, aggregate limit or any exclusion to the policy that materially changes the coverage required by the contractAgreement; specify the additional insureds and named insureds as required therein; and be signed by an authorized representative of the insurance carrier or producer. Deductibles or self-insured retentions above $250,000 are subject to approval by the University Fund and additional security may be required. Only original documents with original signatures will be accepted. 5accepted for those documents not emailed directly by the insurance carrier or agent, to XXXXxxxxxxxxx@xxxx.xxx. All insurance shall provide that the required coverage apply on a primary and not on an excess or contributing basis as to any other insurance that may be available to the University Fund for any claim arising from the Consultant’s work under this Agreement, or as a result of Consultant’s activities. Any other insurance maintained by the University shall be in excess of and shall not contribute to the Consultant’s insurance regardless of any “other insurance” clause contained in the University’s own policy of insurance. 6. All insurance shall be maintained with insurance carriers authorized to do business in New York State and rated at least “A-” by A.M. Best Company. The Consultant shall cause all insurance to be in full force and effect as of the commencement date of this contract and to remain in full force and effect throughout the term of the contract and as further required by the contract. Not less than thirty days prior to the expiration date or renewal date, the Consultant shall supply the University with updated replacement certificates of insurance and endorsements. The Consultant shall advise the University of any letter or notification that cancels, materially changes, or non- renews the policy and Consultant shall require the insurance carrier(s) to copy the University on any letter or notification that cancels, materially changes, or non- renews the policy. If required by the University, Consultant shall deliver to the University within forty-five (45) days of such request, a copy of any or all policies of insurance not previously provided, certified by the insurance carrier as true and complete. 7. Should the Consultant engage a subconsultant or subcontractor, the Consultant shall impose the insurance requirements in this document on those entities. Consultant shall keep the subconsultant certificates of insurance on file and produce them upon the demand of the University. 8. The Consultant shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of the contract, or as required by law, whichever is greater. The Commercial General Liability policy, and any umbrella/excess policies used to meet the “Each occurrence” limits specified below, must be endorsed to be primary with respects to the coverage afforded the Additional Insureds.

Liability of the Consultant. 1. To the fullest extent permitted by law, in addition to any liability or obligations of the Consultant to the University Fund that may exist under any other provisions of this Agreement or by statute or otherwise, the Consultant shall assume all risks of liability for its performance, and that of any of its officers, employees, suppliers, subconsultants, subcontractors or agents and shall be solely responsible and liable for all liabilities, losses, damages, costs or expenses, including attorney's fees, arising from any claim, action or proceeding relating to or in any way connected with the performance of this Agreement Agreement, including specifically, Work Order Assignments, and covenants and agrees to defend if requested, indemnify and hold harmless the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees, from any and all liability, demands, claims, suits, causes of action and losses of whatever kind and nature, arising out of or in connection with its performance of any service or contract resulting from this Agreement, including negligence, active or passive or improper conduct of the Consultant, its officers, subconsultants, agents, suppliers, subcontractors or employees, errors or omissions of the ConsultantsConsultant, its subconsultants, suppliers, agents or employees, or the failure by the Consultant, its officers, subconsultants, agents, subcontractors or employees to perform any obligations or commitments to the State of New York, the State University of New York, the State University Construction Fund, its agents, officers, and employees, or third parties arising out of or resulting from this Agreement, the performance of the services, or the work. 2work performed pursuant to a Work Order Assignment. To the fullest extent permitted by law, the Consultant shall also indemnify the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees for breach of contract not related to professional services. 3. The Consultant represents it and its subconsultants, subcontractors, agents, employees and officers shall possess the license, experience, knowledge and character necessary to qualify them individually for the particular duties they perform in connection with the Project. For the purpose of this Agreement, the terms “inspection” and/or “administration” shall not be interpreted as the Consultant’s guarantee of any contractor’s workmanship or that such contractors will not breach their construction contract. 4. Prior to the commencement of the work to be performed by the Consultant, the Consultant shall submit to the UniversityFund, certificates of insurance showing evidence of compliance with all insurance requirements contained in the contractAgreement. Certificates of Insurance (with the exception of Workers’ Compensation and Disability) must be provided on an XXXXX 25 Certificate of Insurance, or an equivalent form, and shall reference form that is approved by the project, contract or agreement numberFund. Certificates of Insurance shall disclose any deductible, self self- insured retention, aggregate limit or any exclusion to the policy that materially changes the coverage required by the contractAgreement; specify the additional insureds and named insureds as required therein; and be signed by an authorized representative of the insurance carrier or producer. Deductibles or self-insured retentions above $250,000 are subject to approval by the University Fund and additional security may be required. Only original documents with original signatures will be accepted. 5accepted for those documents not emailed directly by the insurance carrier or agent, to XXXXxxxxxxxxx@xxxx.xxx. All insurance shall provide that the required coverage apply on a primary and not on an excess or contributing basis as to any other insurance that may be available to the University Fund for any claim arising from the Consultant’s work under this Agreement, or as a result of Consultant’s activities. Any other insurance maintained by the University shall be in excess of and shall not contribute to the Consultant’s insurance regardless of any “other insurance” clause contained in the University’s own policy of insurance. 6. All insurance shall be maintained with insurance carriers authorized to do business in New York State and rated at least “A-” by A.M. Best Company. The Consultant shall cause all insurance to be in full force and effect as of the commencement date of this contract and to remain in full force and effect throughout the term of the contract and as further required by the contract. Not less than thirty days prior to the expiration date or renewal date, the Consultant shall supply the University with updated replacement certificates of insurance and endorsements. The Consultant shall advise the University of any letter or notification that cancels, materially changes, or non- renews the policy and Consultant shall require the insurance carrier(s) to copy the University on any letter or notification that cancels, materially changes, or non- renews the policy. If required by the University, Consultant shall deliver to the University within forty-five (45) days of such request, a copy of any or all policies of insurance not previously provided, certified by the insurance carrier as true and complete. 7. Should the Consultant engage a subconsultant or subcontractor, the Consultant shall impose the insurance requirements in this document on those entities. Consultant shall keep the subconsultant certificates of insurance on file and produce them upon the demand of the University. 8. The Consultant shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of the contract, or as required by law, whichever is greater. The Commercial General Liability policy, and any umbrella/excess policies used to meet the “Each occurrence” limits specified below, must be endorsed to be primary with respects to the coverage afforded the Additional Insureds.

Liability of the Consultant. 1. To the fullest extent permitted by law, in addition to any liability or obligations of the Consultant to the University Fund that may exist under any other provisions of this Agreement or by statute or otherwise, the Consultant shall assume all risks of liability for its performance, and that of any of its officers, employees, suppliers, subconsultants, subcontractors or agents agents, and shall be solely responsible and liable for all liabilities, losses, damages, costs or expenses, including attorney's ’s fees, arising from any claim, action or proceeding relating to or in any way connected with the performance of this Agreement and covenants and agrees to defend if requested, indemnify and hold harmless the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees, from any and all liability, demands, claims, suits, causes of action and losses of whatever kind and nature, arising out of or in connection with its performance of any service or contract resulting from this Agreement, including negligence, active or passive or improper conduct of the Consultant, its officers, subconsultants, agents, suppliers, subcontractors subcontractor or employees, errors or omissions of the Consultants, its subconsultants, suppliers, agents or employees, or the failure by the Consultant, its officers, subconsultants, agents, subcontractors or employees to perform any obligations or commitments to the State of New York, the State University of New York, the State University Construction Fund, its agents, officers, and employees, or third parties arising out of or resulting from this the Agreement, the performance of the services, or the work. 2. To the fullest extent permitted by law, the Consultant shall also indemnify the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees for breach of contract not related to professional services. 3. The Consultant represents it and its subconsultants, subcontractors, agents, employees and officers shall possess the license, experience, knowledge and character necessary to qualify them individually for the particular duties they perform in connection with the Project. For the purpose of this Agreement, the terms “inspection” and/or “administration” shall not be interpreted as the Consultant’s guarantee of any contractor’s workmanship or that such contractors will not breach their construction contract. 4. Prior to the commencement of the work to be performed by the Consultant, the Consultant shall submit to the UniversityFund, certificates of insurance showing evidence of compliance with all insurance requirements contained in the contractAgreement. Certificates of Insurance (with the exception of Workers’ Compensation and Disability) must be provided on an XXXXX 25 Certificate of Insurance, or an equivalent form, and shall reference the project, contract or agreement number. Certificates of Insurance shall disclose any deductible, self insured retention, aggregate limit or any exclusion to the policy that materially changes the coverage required by the contract; specify the additional insureds and named insureds as required therein; and be signed by an authorized representative of the insurance carrier or producer. Deductibles or self-insured retentions above $250,000 are subject to approval by the University Fund and additional security may be required. Only original documents with original signatures will be accepted. 5. All insurance shall provide that the required coverage apply on a primary and not on an excess or contributing basis as to any other insurance that may be available to the University Fund for any claim arising from the Consultant’s work under this Agreement, or as a result of Consultant’s activities. Any other insurance maintained by the University shall be in excess of and shall not contribute to the Consultant’s insurance regardless of any “other insurance” clause contained in the University’s own policy of insurance. 6. All insurance shall be maintained with insurance carriers authorized to do business in New York State and rated at least “A-” by A.M. Best Company. The Consultant shall cause all insurance to be in full force and effect as of the commencement date of this contract and to remain in full force and effect throughout the term of the contract and as further required by the contract. Not less than thirty days prior to the expiration date or renewal date, the Consultant shall supply the University with updated replacement certificates of insurance and endorsements. The Consultant shall advise the University of any letter or notification that cancels, materially changes, or non- renews the policy and Consultant shall require the insurance carrier(s) to copy the University on any letter or notification that cancels, materially changes, or non- renews the policy. If required by the University, Consultant shall deliver to the University within forty-five (45) days of such request, a copy of any or all policies of insurance not previously provided, certified by the insurance carrier as true and complete. 7. Should the Consultant engage a subconsultant or subcontractor, the Consultant shall impose the insurance requirements in this document on those entities. Consultant shall keep the subconsultant certificates of insurance on file and produce them upon the demand of the University. 8. The Consultant shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of the contract, or as required by law, whichever is greater. The Commercial General Liability policy, and any umbrella/excess policies used to meet the “Each occurrence” limits specified below, must be endorsed to be primary with respects to the coverage afforded the Additional Insureds.

Liability of the Consultant. 1. To the fullest extent permitted by law, in addition to any liability or obligations of the Consultant to the University Fund that may exist under any other provisions of this Agreement or by statute or otherwise, the Consultant shall assume all risks of liability for its performance, and that of any of its officers, employees, suppliers, subconsultants, subcontractors or agents and shall be solely responsible and liable for all liabilities, losses, damages, costs or expenses, including attorney's fees, arising from any claim, action or proceeding relating to or in any way connected with the performance of this Agreement Agreement, including specifically Work Order Assignments, and covenants and agrees to defend if requested, indemnify and hold harmless the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees, from any and all liability, demands, claims, suits, causes of action and losses of whatever kind and nature, arising out of or in connection with its performance of any service or contract resulting from this Agreement, including negligence, active or passive or improper conduct of the Consultant, its officers, subconsultants, agents, suppliers, subcontractors or employees, errors or omissions of the Consultants, its subconsultants, suppliers, agents or employees, or the failure by the Consultant, its officers, subconsultants, agents, subcontractors or employees to perform any obligations or commitments to the State of New York, the State University of New York, the State University Construction Fund, its agents, officers, and employees, or third parties arising out of or resulting from this Agreement, the performance of the services, or the work. 2work performed pursuant to a Work Order Assignment. To the fullest extent permitted by law, the Consultant shall also indemnify the State of New York, State University of New York, the State University Construction Fund, its agents, officers and employees for breach of contract not related to professional services. 3. The Consultant represents it and its subconsultants, subcontractors, agents, employees and officers shall possess the license, experience, knowledge and character necessary to qualify them individually for the particular duties they perform in connection with the Project. For the purpose of this Agreement, the terms “inspection” and/or “administration” shall not be interpreted as the Consultant’s guarantee of any contractor’s workmanship or that such contractors will not breach their construction contract. 4. Prior to the commencement of the work to be performed by the Consultant, the Consultant shall submit to the UniversityFund, certificates of insurance showing evidence of compliance with all insurance requirements contained in the contract. Certificates of Insurance (with the exception of Workers’ Compensation and Disability) must be provided on an XXXXX 25 Certificate of Insurance, Insurance or an equivalent form, and shall reference the project, contract or agreement numberdocument. Certificates of Insurance shall disclose any deductible, self insured retention, aggregate limit or any exclusion to the policy that materially changes the coverage required by the contract; specify the additional insureds and named insureds as required therein; and be signed by an authorized representative of the insurance carrier or producer. Deductibles or self-insured retentions above $250,000 are subject to approval by the University Fund and additional security may be required. Only original documents with original signatures will be accepted. 5accepted for those documents not emailed directly by the insurance carrier or agent, to XXXXxxxxxxxxx@xxxx.xxx. All insurance shall provide that the required coverage apply on a primary and not on an excess or contributing basis as to any other insurance that may be available to the University Fund for any claim arising from the Consultant’s work under this Agreement, or as a result of Consultant’s activities. Any other insurance maintained by the University shall be in excess of and shall not contribute to the Consultant’s insurance regardless of any “other insurance” clause contained in the University’s own policy of insurance. 6. All insurance shall be maintained with insurance carriers authorized to do business in New York State and rated at least “A-” by A.M. Best Company. The Consultant shall cause all insurance to be in full force and effect as of the commencement date of this contract and to remain in full force and effect throughout the term of the contract and as further required by the contract. Not less than thirty days prior to the expiration date or renewal date, the Consultant shall supply the University with updated replacement certificates of insurance and endorsements. The Consultant shall advise the University of any letter or notification that cancels, materially changes, or non- renews the policy and Consultant shall require the insurance carrier(s) to copy the University on any letter or notification that cancels, materially changes, or non- renews the policy. If required by the University, Consultant shall deliver to the University within forty-five (45) days of such request, a copy of any or all policies of insurance not previously provided, certified by the insurance carrier as true and complete. 7. Should the Consultant engage a subconsultant or subcontractor, the Consultant shall impose the insurance requirements in this document on those entities. Consultant shall keep the subconsultant certificates of insurance on file and produce them upon the demand of the University. 8. The Consultant shall obtain and maintain in full force and effect, the following insurance with limits not less than those described below and as required by the terms of the contract, or as required by law, whichever is greater. The Commercial General Liability policy, and any umbrella/excess policies used to meet the “Each occurrence” limits specified below, must be endorsed to be primary with respects to the coverage afforded the Additional Insureds.