18-Harris Health ROCIP 2 Enabling Language.pdf

EXHIBIT E

INSURANCE AND BONDING REQUIREMENTS

Owner and Contractor shall provide and maintain in effect at all times during the full term of the Work, insurance coverages with limits not less than those set forth below, subject to the conditions and requirements set forth herein.

None of the requirements contained herein, including but not limited to requirements relating to types and limits of coverage, are intended to and shall not in any manner limit, qualify, or quantify the liabilities and obligations assumed by either party under the Agreement or as otherwise provided by law. As used herein, defined terms shall each have the meanings set forth in the Agreement including but not limited to “Agreement”, “Owner,” “Indemnitee,” “Indemnitees,” “Contractor,” “Subcontractor”, and “Project”.

I. BUILDER’S RISK INSURANCE COVERAGE

A. ALL RISK COVERAGE.

1. Prior to commencement of the Work and as otherwise agreed by the parties in writing, Owner shall obtain and thereafter at all times during the performance of the Work maintain Builder’s Risk Insurance on a “Special Form” or “All Risk” replacement cost basis to all buildings, structures, materials and real property on Site, domestic offsite, and in domestic transit, which are intended to be, or have already been incorporated into and form part of the Project. Owner shall be responsible for obtaining extensions to the Builder’s Risk Insurance, if the Project duration is extended. The policy shall insure the interests of Owner, Owner’s Lender (if requested), Harris County Hospital District d/b/a Harris Health, Contractor, and Subcontractors (of every tier) as their interests may appear, set forth in the single policy. Such insurance shall be evidenced by the kind of policy which does not have to be adjusted or reported upon periodically, but shall provide constant insurance at full 100% of all insurable values as they are created during construction by performance of this Agreement and until ”Final Completion” as defined in the Agreement. The insurance shall apply on a replacement cost basis except for coverage for delay in completion which would be paid on an actual loss sustained basis based on the specified period of indemnity.

2. The insurance shall be written to cover all risks of physical loss, and shall insure at least against the perils of fire, lightning, explosion, theft, vandalism, terrorism and malicious mischief, collapse, false-work, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, windstorm or hail, smoke, aircraft or vehicles, riot, civil commotion, and extended coverage, including flood and earthquake, earth movement or settlement.

3. Owner shall be the First Named Insured. Harris Health, Contractor, and all Subcontractors shall be included as insureds on this policy. The insurance shall be specific as to coverage and not considered as contributing insurance with any other permanent insurance maintained on the premises. This policy shall contain an endorsement that the policy is primary to any other insurance available to Owner with respect to claims arising under the Agreement.

Loss under the Builder's Risk insurance shall be adjusted by Owner and Contractor. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the

Contractor by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their sub-subcontractors in similar manner.

Waiver of subrogation in favor of Contractor and Subcontractors of every tier shall be provided as required in the Agreement. Except as provided by I(C) below, Owner shall be solely responsible for all policy deductibles, sub-limits and exclusions.

4. Owner shall provide Contractor with a copy of the Builder’s Risk policy for review within a reasonable period of time after Contractor’s request and allow mutual alignment on the terms, conditions, coverages, sub-limits and limits of the Builder’s Risk policy prior to procurement of the policy and commencement of Work.

B. CONTRACTOR’S EQUIPMENT. The Builder’s Risk coverage obtained for the Project may not cover Contractor’s or Subcontractors’ equipment, tools, apparatus, machinery, scaffolding, hoists, forms, staging, shoring and similar items commonly referred to as construction equipment, which may be on the site and the capital value of which is not included in the Work. Any insurance policy covering Contractor’s or any Subcontractor’s equipment against loss by physical damage shall include an endorsement waiving the insurer's right of subrogation against the Owner. SHOULD

CONTRACTOR OR ANY SUBCONTRACTOR CHOOSE TO SELF-INSURE THIS RISK, IT

IS EXPRESSLY AGREED THAT CONTRACTOR AND ANY SUBCONTRACTOR HEREBY

WAIVE ANY CLAIM FOR DAMAGE OR LOSS TO SAID EQUIPMENT IN FAVOR OF THE

OWNER AND ALL INDEMNITEES. CONTRACTOR WILL OBTAIN SIMILAR WAIVERS

IN FAVOR OF OWNER AND INDEMNITEES FROM ANY SUBCONTRACTOR ELECTING

TO SELF-INSURE THIS RISK.

C. DEDUCTIBLES. Deductibles under the Builder’s Risk Policy are set forth below.

Deductible Water Damage $100,000 - 250,000 per occurrence

All Other Perils $50,000 per occurrence

II. ROLLING OWNER CONTROLLED INSURANCE PROGRAM COVERAGE (

COVERAGE)

A. INSURANCE REQUIREMENTS.

1. Rolling Owner Controlled Insurance Program. Owner shall implement a Rolling Owner Controlled Insurance Program (“”) for the Project. The is more fully described in the insurance manual (the “Insurance Manual”) for the Project, which is incorporated herein by this reference as a Contract Document. Owner has designated Alliant Insurance Services, Inc. as the Administrator (“ Administrator”) for the Project. The will include Workers’ Compensation and Employer’s Liability insurance, Commercial General Liability insurance, and Excess Liability insurance, as summarily described below, in connection with the Project. The insurance provided under the Program shall be referred to herein as “ Coverages.”

2. Eligible and Enrolled Parties. Parties eligible to enroll in the ROCIP are the Contractor and Subcontractors performing a portion of the Work on the Project Site (“Eligible Parties”). Upon enrollment, an Eligible Party shall become an “Enrolled Party.” Owner’s separate contractors that furnish labor, materials and/or services on, or at, the Project Site may enroll in the ROCIP as Enrolled Parties.

Only to the extent that they bear workers compensation responsibilities, temporary labor services and leasing companies are to be included as Subcontractor(s). Eligible Contractors and

Subcontractor(s) of all tiers must complete all necessary enrollment forms in Alliant’s (WrapX) system. Acceptance into the ROCIP is evidenced by a confirmation of enrollment letter and Proof of Insurance prior to commencing work on the project.

Participation in the ROCIP is mandatory for ALL Subcontractors and their Sub-subcontractors of any tier unless excluded by SPONSOR or as outlined later in this manual. However, enrollment is not automatic. Work will not be permitted at the project site until the Subcontractor, regardless of tier, are properly enrolled in the ROCIP. To be properly enrolled in the ROCIP, an enrolled Subcontractor must complete their insurance enrollment through Alliant’s online platform (WrapX) and upload the necessary documents as described in this Project Insurance Manual for review by ROCIP Administrator.

Coverage applies only to work performed at the project site by the enrolled parties. Enrolled parties must provide their own insurance for off-site activities including but not limited to work at their permanent shops, fabrication or manufacturing of building products, materials or supplies and travel to and from the project.

3. Excluded Parties. Parties that are ineligible to enroll in the ROCIP, and who are excluded from the ROCIP (the “Excluded Parties”), are:

(a) Hazardous materials remediation, removal and/or transport companies;

(b) Architects, surveyors, engineers, and soil testing engineers, and their consultants;

(c) Vendors, suppliers, fabricators that solely fabricate or manufacture products, materials, supplies away from the Project Site, material dealers, truckers, haulers, drivers and others who merely transport, pick up, deliver, or carry materials, personnel, parts or equipment, or any other items or persons to or from the Project Site;

(d) Manufacturing representatives, equipment rental companies who perform equipment maintenance (does not apply to those who provide operators);

(e) Security firms/watchmen services, guard services and janitorial service, but not final cleaning

(f) On-site medical contracted services;

(g) Contractors whose sole scope or work includes Exterior Insulation and Finish Systems (EIFS)

(h) Contractors whose sole scope of work includes blasting;

(i) Any Subcontractor of any tier that does not perform any actual labor or services at the Project Site; and

(j) Any other party or entity not specifically identified herein, that is excluded by Owner in its sole discretion, even if such party or entity is otherwise eligible.

All Excluded Parties and/or non-enrolled parties shall carry the insurance required in Section III herein.

4. Summary of ROCIP Coverages. The ROCIP Coverages shall apply only to those operations of each Enrolled Party performed at the Project Site in connection with the Work, and only to Enrolled Parties that are eligible for the ROCIP. ROCIP Coverages shall not apply to ineligible parties. An Enrolled Party’s operations away from the Project Site, including product manufacturing, assembling, or otherwise, shall only be covered if such off-Site operations are identified and are dedicated solely to the Project. ROCIP Coverages shall not cover off-Site operations until the Enrolled Party requesting off-Site coverage receives written acknowledgment of such coverage from the ROCIP Administrator that includes an ROCIP Certificate of Insurance. A summary of the coverages provided under the ROCIP is set out below.

B. POLICIES IN ROCIP COVERAGE.

1. Worker’s Compensation and Employer Liability Insurance.

Worker’s Compensation: Statutory Limits

Employer’s Liability:

Bodily Injury by Accident – Each Accident $1,000,000 Bodily Injury by Disease – Policy Limit $1,000,000 Bodily Injury by Disease – Each Employee $1,000,000

2. ROCIP Commercial General Liability (“ROCIP CGL”). Commercial General

Liability on an occurrence basis with limits as follows:

Each Occurrence Personal/Advertising Injury Limit (Each Occurrence) General Aggregate Limit

(other than Products/Completed Operations)

$2,000,000

$2,000,000

$4,000,000

Products-Completed Operations Aggregate $4,000,000

Ten (10) Years Products & Completed Operations Extension

$4,000,000

The general aggregate will reinstate annually during the course of construction. Projects below $25,000,000 in Construction Value will share Products and Completed Operations Aggregate. Projects $25,000,000 and above will have a Products and Completed Operations Agg applicable on a Per Project basis.

Defense expenses are in addition to the limits of liability. The last policy period’s limit will apply to the completed operations tail of (10) ten years

3. ROCIP Excess Liability Insurance (over ROCIP CGL) on a “following form” basis with limits of at least the following:

Each Occurrence $25,000,000 General Annual Aggregate for (all Enrolled Parties)

$25,000,000

Products & Completed Operations Aggregate (for all Enrolled Parties)

$25,000,000

Ten (10) Years Products & Completed Operations Extension

ROCIP policies maintained by Sponsor shall be primary insurance and non-contributing with respect to any other insurance that may be available to Owner or any Enrolled Party.

Waivers of subrogation shall be provided in favor of the Owner, Contractor, and all Enrolled Parties, and each to the other for claims covered under any policy provided by Owner in accordance with this Exhibit E.

C. OWNER’S ROCIP OBLIGATIONS.

1. Owner shall pay the costs of premiums for the ROCIP Coverages. Owner will receive or pay, as the case may be, all adjustments to such costs, whether by way of dividends, retroactive adjustments, return premiums, deductibles, self-insured retentions, other moneys due, audits or otherwise. Contractor hereby assigns to Owner the right to receive all such adjustments. All Subcontractors shall be required, by written contract, to assign to Owner the right to receive all such adjustments. Owner assumes no obligation to provide insurance other than that specified in this Exhibit E and in the ROCIP insurance policies. Owner’s furnishing of ROCIP Coverages shall in no way relieve or limit, or be construed to relieve or limit, any responsibility, liability, or obligation imposed on Contractor, or any Subcontractor, under the Contract Documents, the ROCIP insurance policies, or by law, including, without limitation, any indemnification obligations which such parties have agreed. Owner reserves the right at its option, without obligation to do so, to furnish other insurance coverage of various types and limits provided that such coverage is not less than that specified in this Exhibit E.

2. Owner shall provide Contractor a copy of the ROCIP Insurance Manual and all ROCIP Policies for review and mutual alignment on the terms, conditions, coverages, and limits prior to procurement of the policies and in keeping with the timing provided under Tex. Ins. Code Section

151.001 et seq.to to allow for proper enrollment into the program.

3. Pollution Coverage

Owner shall procure, evidence and maintain a pollution liability ROCIP policy insuring Owner, Contractor and Subcontractors of all tiers, with the following limits:

Minimum Limits: $25,000,000 Each Occurrence

$25,000,000 General Aggregate $25,000,000 Products & Completed Operations Aggregate

D. CONTRACTOR’S ROCIP OBLIGATIONS.

1. Contractor shall incorporate by reference the applicable insurance requirements set out in this Exhibit E, into all Subcontractor agreements.

2. Contractor shall enroll in the ROCIP prior to the commencement of construction activities at the Project. Contractor shall ensure that all Subcontractors who are Eligible Parties enroll in the ROCIP prior to their commencement of construction activities at the Project, and maintain enrollment during the course of the Project.

3. Contractor shall comply with all of the requirements of the ROCIP insurance policies, and the ROCIP Insurance Manual. Contractor shall provide to each of its Subcontractors of every tier a copy of the Insurance Manual, and ensure Subcontractor compliance with all provisions of the ROCIP insurance policies, and the ROCIP Insurance Manual.

4. Contractor shall acknowledge, and require all of its Subcontractors of every tier to acknowledge, in writing, that Owner and the ROCIP Administrator are not agents, partners or guarantors of any ROCIP insurer, that neither Owner nor the ROCIP Administrator are responsible for any claims or disputes between or among Contractor, its Subcontractors of any tier, and any ROCIP Insurer(s), and that neither Owner nor ROCIP Administrator guarantees the solvency or the availability of limits of any ROCIP Insurer(s).

5. Contractor shall provide, within five (5) days of Owner’s request, any information related to Contractor’s insurance costs, including but not limited to payroll records, copies of insurance coverages, declaration pages of coverages, certificates of insurance, prior (5 year) loss history information, safety records or history, OSHA citations, construction cost estimates for this Project, or such other data or information as Owner, the ROCIP Administrator, or ROCIP insurers may request in the administration of the ROCIP.

Contractor shall require its Subcontractors to provide the same information, upon request.

6. Contractor shall comply, and require all of its Subcontractors to comply with ROCIP Administrator’s instructions for electronically enrolling in the ROCIP.

7. Bid Methodology - Net Bid. Contractor shall submit a GMP ‘net’ of its insurance costs for coverage provided under the ROCIP. Contractor shall exclude from the GMP "Costs of ROCIP Coverage", which is defined as the amount of Contractor’s reduction in insurance costs due to eligibility for ROCIP Coverage, as determined by using the insurance cost summary forms provided in the Insurance Manual. The Costs of ROCIP Coverage includes reduction in insurance premiums, related taxes and assessments, markup on the insurance premiums, and losses retained through the use of the self-funded program, self-insured retention, or deductible program. The Cost of ROCIP Coverage must include expected losses within any retained risk. Contractor shall require and document that Subcontractors of all tiers shall exclude from their bids all costs of insurance coverage provided under the ROCIP (“Cost of ROCIP Coverages.”) Cost of ROCIP Coverages is defined as the amount of CONTRACTOR’s and its Subcontractors’ reduction in insurance costs due to eligibility for the ROCIP, and included reduction in insurance premiums, related taxes and assessments, markup on the insurance premiums and losses retained using the self-funded program, self-insured retention, or deductible program. Change orders must also be priced to exclude the Cost of ROCIP Coverages.

E. DEDUCTIBLES AND SELF-INSURED RETENTIONS. Not Applicable

F. REPRESENTATIONS AND WARRANTIES. Contractor represents and warrants to Owner, and shall use its best efforts to ensure that each of its Subcontractors of every tier represent and warrant to Owner that:

1. All information submitted to Owner, or to the ROCIP Administrator, shall be accurate and complete.

2. They have had the opportunity, prior to enrollment in the ROCIP and providing insurance credit information, to read and analyze copies of the ROCIP insurance policies that are available on request, and that they understand the ROCIP Coverages. Any reference or summary in this Agreement, to the amount, nature, type or extent of ROCIP Coverages and/or potential applicability to any potential claim or loss is for reference only. Contractor and its Subcontractors of all tiers have not relied upon said reference, but solely upon their own independent review and analysis of the ROCIP Coverages in formulating any understanding and/or belief as to amount, nature, type or extent of any ROCIP Coverages and/or its potential applicability to any potential claim or loss.

3. Contractor shall not include in any request for payment any sums to provide or obtain insurance that is being maintained under the ROCIP, except for coverage gaps not provided in the ROCIP.

4. Audits. Contractor and all Subcontractors agree that Owner, the ROCIP Administrator, and/or any ROCIP insurer may audit their payroll records, books and records, insurance coverages, insurance cost information, and Project cost records to confirm their accuracy, and to ensure that the Owner has not been billed for any cost of insurance that is being provided under the ROCIP. In the event any audit reveals that Owner has been billed by Contractor or any of its Subcontractors for any cost of insurance that is being provided by Owner under the ROCIP, Owner shall have the right to deduct from any amounts payable to Contractor or any Subcontractor such cost of insurance. Such audit provision shall not be broader than the audit provision afforded the Owner under the A133 Article 10.

5. Modification or Discontinuance of the ROCIP. Owner shall be responsible for obtaining extensions to the ROCIP, if Project duration is extended, including final completion and the warranty period. Owner may discontinue the ROCIP after reasonable efforts have been taken to extend or replace such coverage in the marketplace, upon sixty (60) days written notice. Owner may request that Contractor or any of its Subcontractors of any tier withdraw from the ROCIP upon sixty (60) days written notice. Upon such notice Contractor and/or one or more of its Subcontractors, as specified by Owner in such notice, shall obtain and thereafter maintain during the performance of the Work, such insurance as reasonably specified by Owner. The form, content, limits of liability, cost, and the insurer issuing such replacement insurance shall be subject to Owner’s reasonable approval. The cost of the replacement coverage shall be at Owner’s expense.

6. Waiver of Subrogation. Where permitted by law and as pertains to the ROCIP procured coverages, Contractor hereby waives all rights of recovery by subrogation because of deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against Owner, the ROCIP Administrator, its or their officers, agents, or employees. Contractor also agrees that all additional insurance maintained by Contractor or any Subcontractor under this Exhibit E shall include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against Owner and Contractor.

7. Conflicts. In the event of a conflict between the provisions of this Article II, the Insurance Manual, and the provisions of the ROCIP insurance policies, the terms of the ROCIP Insurance Policies shall govern, then the provisions of this Article, then the provisions of the Insurance Manual.

8. Safety. Contractor and its Subcontractors shall be solely responsible for safety on the Project Site. Contractor shall establish a safety program that, at a minimum, complies with all local, state and Federal safety standards, the Agreement, and any safety standards established by Owner for the Project.

9. Coordination, cooperation, and open communication will be provided with respect to all Project details and, as it concerns insurance, Contractor and Owner agree to receive, provide for review, and align on key coverages for the benefit of the Project.

G. LIMITATION. The ROCIP exists for the sole and exclusive benefit and protection of Owner, Contractor, the named insureds, the additional insureds and the Enrolled Parties. With respect to all on-site activities or approved dedicated off-site locations, the coverage provided by the ROCIP shall be considered primary and non-contributory to any insurance provided by Contractor. The ROCIP is not intended to benefit any other parties including, without limitation, persons not enrolled in the ROCIP, Excluded Parties or claimants (regardless of whether such claimant’s claim(s) are covered by the ROCIP and regardless of against whom such claimant makes claim(s)).

III. ADDITIONAL INSURANCE REQUIRED OF CONTRACTOR AND OTHER ENROLLED

PARTIES

A. CONTRACTOR COVERAGES REQUIRED FOR OFF-SITE WORK AND TO PROVIDE FOR

COVERAGES NOT INCLUDED IN ROCIP.

Contractor must provide and maintain certain policies of insurance (i) for off-site work and (ii) to provide coverage under policies not included in the ROCIP, such as professional liability, pollution and environmental, automobile insurance, excess liability insurance, and other coverages required by Owner as set forth below. Each policy, except the Workers’ Compensation and the Professional Liability policies, shall name as additional insureds Owner, Indemnitees, and any additional entities as Owner may request.

The additional insured endorsement shall state that the coverage provided to the additional insureds is primary and non-contributory with respect to any other insurance available to the additional insureds. The additional insured endorsement to the general liability policy shall be provided through additional insured endorsements on both ISO Form CG 20 10 10 01 and ISO Form CG 20 37 10 01 or such other endorsements acceptable to Owner. Contractor shall provide certificates of insurance evidencing all required coverage prior to commencement of Work. Contractor shall be responsible for all deductibles under all policies procured for off-site work and deductibles for coverages not included in ROCIP. Rates for policies that Contractor provides are set forth in Section XXXXXX of the Agreement.

1. Commercial Automobile Liability Insurance covering all owned, non-owned, and hired automobiles, trucks, and trailers with a combined single limit of not less than $1,000,000 for bodily injury, $1,000,000 for property damage, and with a $1,000,000 policy limit. The Business Automobile Liability policy shall include an endorsement (form TE 0202A for Projects located in Texas) providing thirty (30) days’ notice of cancellation to Owner.

2. Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for off-site work with statutory limits as required by law, including maritime coverage, if appropriate, and Employer’s Liability limits of not less than $1,000,000 each accident, $1,000,000 each employee, and with a $1,000,000 policy limit. Contractor’s Worker’s Compensation Insurance and Employee Liability Insurance shall include a waiver of subrogation in favor of Owner and all Indemnitees.

3. Commercial General Liability Insurance for off-site work in a form at least as broad as the most recent edition of Commercial General Liability Coverage Form (CG 00 01) as published by the Insurance Services Office, Inc., covering losses that occur during the policy period regardless of when the claim is made, but which are not covered by the, at limits of at least:

Each Occurrence $1,000.000

Personal/Advertising Injury (each Occurrence) $1,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate $2,000,000

Without limiting the foregoing, subject to customary or Owner-approved policy terms, exclusions, and conditions, coverage provided shall include the following:

i. Premises/operations,

ii. Contractor’s Protective for Contractor’s liability arising out of the hire of Subcontractors (Independent Contractors),

iii. General Aggregate Limits of Insurance Per Project,

iv. Contractual Liability, specifically in support of, but not limited to, the indemnity provisions of the Contract Documents (including the indemnity obligations arising under Section 3.18 of the A201-2017),

v. Personal Injury Liability,

vi. Property Damage including Completed Operations,

vii. Product/Completed Operations on an annual renewal basis,

viii. Explosion, collapse, and underground damage to property of others, (XCU) where such exposures exist,

ix. Employees as Insureds,

x. Coverage for cross liability claims between Named Insureds (i.e., “Name Insured

vs. Named Insured” Cross Liability Coverage Endorsement if required for coverage and no exclusion for cross liability claims between Named Insureds),

xi. Waiver of Subrogation Endorsement, as required by contract, and

xii. Thirty (30) days’ notice of cancellation or non-renewal to Owner (using ISO Endorsement form CG 02 05 12 04 or equivalent).

The policy shall include an endorsement in order to extend the policy’s limits specifically to the Project. This policy shall be maintained until all claims arising out of the Work are barred by applicable repose period under Texas law.

4. Umbrella/Excess Liability Insurance. Contractor shall provide for off-site work and maintain during the term of the Work, and through the statute of repose as governed by Texas law, excess liability insurance coverage on a per occurrence basis a policy form acceptable to Owner, providing coverage in excess of the Contractor’s CGL Insurance, Auto Liability Insurance, Employer’s Liability Insurance, Pollution Liability Insurance and other primary insurance. Such policy shall have the same inception and expiration dates as the underlying liability policies and coverage no less broad than those in the primary policies or program (shall include “Following Form” language to the primary policy). Minimum limits shall be:

$10,000,000 Each Occurrence $10,000,000 Completed Operations Aggregate $10,000,000 Annual Aggregate

Without limiting the foregoing, such excess coverage shall “follow form” with regard to the primary coverage (i.e., shall provide coverage) to the extent such primary coverage’s limits are designated to the Project and such primary coverage provides for an extended period for Products / Completed Operations coverage.

5. Professional Liability Insurance. Professional liability coverage to insure from and against all negligent acts, errors, and omissions in the performance of professional services performed by Contractor, its agents, representatives, and employees. Professional Liability coverage shall provide full prior acts coverage or a retroactive date not later than the date the services are first performed by or for Contractor in connection with the Project. This insurance shall be maintained until all claims arising out of the Work are barred by applicable repose period under Texas law.

Contractor shall evidence and maintain a professional liability policy with the following limits:

This policy shall be issued by an insurance carrier approved in advance by Sponsor and licensed to provide such coverage in Texas to insure from and against all negligent acts, errors, and omissions in the professional services performed by the Subcontractor Enrolled Party, its agents, representatives, employees, and/or sub-subcontractors. Upon execution of the Agreement and at every date of renewal of that policy, the Subcontractor Enrolled Party shall cause a Certificate of Insurance to be issued. Professional Liability coverage shall provide full prior acts coverage or a retroactive date not later than the date the services are first performed by or for the Subcontractor Enrolled Party in connection with the Project. This insurance shall be maintained until all claims arising out of Work are barred by applicable statute of repose under Texas law.

- Subcontractor Enrolled Parties that are Prime Architect, Structural Engineer, MEP Consultant (mechanical, electrical, plumbing), scopes of work shall maintain Professional Liability coverage with limits no less than:

$5,000,000 each claim/$5,000,000 annual aggregate

- Subcontractor Enrolled Parties that are Civil Engineer, Geotech and Environmental Consultants scopes of work shall maintain:

$2,000,000 each claim/$2,000,000 annual aggregate

- GC or CM at Risk for each Project scopes of work:

$10,000,000 each claim/$10,000,000 annual aggregate

- All other Subcontractor Enrolled Parties providing design services shall provide and maintain Professional Liability coverage with limits no less than:

$1,000,000 each claim/$1,000,000 annual aggregate

6. Pollution Liability Insurance. Contractor’s excess pollution liability coverage will include first and third-party coverage. Contractor’s excess pollution liability policy shall cover a pollution event or release on the Project Site or off the Project Site resulting from the Contractor’s or any Subcontractor’s activities under and during the term of this Agreement and for completed operations and shall include the activities of Contractor, Subcontractors, suppliers and vendors.

Contractor’s pollution liability coverage shall include mold, mold remediation, bacteria, naturally occurring hazardous substances, and diminution in value resulting from mold as it pertains to work performed by the Contractor or its Subcontractors. Contractor’s Pollution Liability Insurance must insure against, and provide coverage for, property damage abatement/cleanup, whether on-Site or off-Site, as well as bodily injury, repair and defense costs resulting from liability arising out of pollution conditions including exposures arising from silica, water intrusion, petroleum, petroleum-related products, asbestos, lead paint, tank removal, removal of contaminated soil, EIFS, bacteria, fungi, and mold. Contractor’s Pollution Liability Insurance policy must cover the liability of Contractor during the process of construction, installation, removal, storage, encapsulation, loading, unloading, transport and disposal of Hazardous Substances, and must include coverage for bodily injury and loss of, damage to, or loss of use of property, arising out of the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants into or upon the Site, the Project, the atmosphere, any water course or body of water. This insurance shall be maintained until all claims arising out of the Work are barred by applicable repose period under Texas law.

Minimum Limits: $25,000,000 Each Occurrence $25,000,000 General Aggregate $25,000,000 Products & Completed Operations Aggregate

10. Subcontractor’s Equipment

The enrolled parties are responsible for their construction tools and equipment, including but not limited to construction trailers and their contents, temporary scaffolding, whether owned, leased, rented, borrowed or used at the Project site; and the enrolled parties agree that SPONSOR will not be responsible for any loss or damage to its tools and equipment. If insured, the enrolled parties’ insurance policy covering tools and equipment will include a waiver of subrogation in favor of SPONSOR, designer, engineer and all enrolled parties. If uninsured, the enrolled parties’ will hold harmless SPONSOR, designer, engineer, and all other enrolled parties for loss or damage to their tools and equipment. Any applicable deductible will be the responsibility of the Subcontractor.

B. ADDITIONAL INSURANCE REQUIREMENTS FOR SUBCONTRACTORS ENROLLED IN THE ROCIP.

Not all coverages required for the Project will be provided under the ROCIP. For this reason, among others, Contractor shall cause all Subcontractors (of any tier) enrolled in the ROCIP and other Enrolled Parties (other than Contractor whose additional requirements are set forth in III.A above (the “Subcontractor Enrolled Parties”)) to procure and maintain for the full duration of the Project and thereafter as indicated below, the following insurance policies with policy limits set forth below. Cost of such coverages shall be included as part of each Subcontractor’s bid and included as a Cost of the Work. Each Subcontractor will be responsible for any deductibles without reimbursement by Owner. The limits of such insurance (and procurement of the policies themselves) may be adjusted in accordance with the nature of each Subcontractor’s operations but, if such adjustment is requested by Contractor, it must be submitted to Owner for approval before Contractor enters into an agreement with Subcontractor or any services are commenced under the Subcontract in question.

1. Commercial General Liability Insurance for Off Site work. Subcontractor Enrolled

Parties shall procure, pay for, carry and maintain, from the Commencement Date through the entire period of repose provided under Texas law, Commercial General Liability Insurance that insures the Work, premises, activities and operations that each Subcontractor (of any tier) performs (or causes to be performed) off of, or away from, the Site with limits of at least:

Each Occurrence $1,000,000 Personal/Advertising Injury (each Occurrence) $1,000,000

The Commercial General Liability Insurance must be on ISO policy form CG 00 01 or its equivalent and afford coverage for contractual liability, broad form property damage, personal injury, premises operations, independent contractors and subcontractors, fire, legal liability, and shall be primary and non-contributing with any other insurance available to Owner and Indemnitees. The Commercial General Liability policy shall include an endorsement in order to extend the policy’s general aggregate limits specifically to the Project. Contractor shall cause each Subcontractor and sub-subcontractor to add Owner and the Indemnitees as additional insureds on this policy. The additional insured endorsement shall state that the coverage provided to the additional insureds is primary and non-contributory with respect to any other insurance available to the additional insureds. The additional insured endorsement to the general liability policy shall be provided through both ISO Form CG 20 10 10 01 and ISO Form CG 20 37 10 01, or such other endorsements acceptable to Owner. This policy shall be maintained until all claims arising out of the Work are barred by applicable repose period under Texas law. Subcontractor Enrolled Parties shall provide certificates of insurance evidencing all required coverage prior to commencement of any Work.

2. Commercial Automobile Liability Insurance. Each Subcontractor Enrolled Party shall provide Commercial Automobile Liability Insurance for claims arising from the ownership, maintenance, or use of a motor vehicle at, upon, or away from the Project Site. The insurance shall cover all owned, hired, borrowed, leased, or non-owned automobiles used in connection with the Work, with the following minimum limits of liability:

$ 1,000,000 Combined Single Limit Bodily Injury and Property Damage per Occurrence

The policy required by this Section shall be endorsed to name Owner and all Indemnitees as Additional Insureds using an additional insured endorsement acceptable to Owner. Policy limits may be obtained through a single policy or in combination of a Primary and Excess.

3. Workers' Compensation and Employer's Liability Insurance. Each Subcontractor Enrolled Party shall provide Worker’s Compensation Insurance and Employer’s Liability for all of Subcontractor’s workers performing Work off the Project Site with the following limits:

Worker’s Compensation: Statutory Limits

Employer’s Liability:

Bodily Injury by Accident – Each Accident $1,000,000

4. Umbrella/Excess Liability Insurance for Off Site work. Each Subcontractor Enrolled Party shall provide Excess Liablity coverage to be excess of the Commercial General Liability, Employer’s Liability, and Automobile Liability policies discussed above, during the term of the Work and shall continue to be renewed for the entire period of repose provided under Texas law, in the following limits of liablity:

$5,000,000 Each Occurrence and in the Aggregate

Such excess coverage shall “follow form” with regard to the primary coverage to the extent such primary coverage’s limits are designated to the Project and such primary coverage provides for an extended period for Products/Completed Operations coverage. The policy required by this Section shall be endorsed to name Owner and all other Indemnitees as Additional Insureds using additional insured endorsements acceptable to Owner.

5. Professional Liability. Subcontractor Enrolled Parties performing curtainwall, MEP (mechanical, electrical, plumbing) and Fire System scopes of work shall maintain Professional Liability coverage with limits no less than:

$5,000,000 each claim/$5,000,000 annual aggregate

Subcontractor Enrolled Parties that are Civil Engineer, Geotech and Environmental Consultants scopes of work shall maintain:

$2,000,000 each claim/$2,000,000 annual aggregate

GC or CM at Risk for each Project scopes of work:

$10,000,000 each claim/$10,000,000 annual aggregate

All other Subcontractor Enrolled Parties providing design services shall provide and maintain Professional Liability coverage with limits no less than:

$1,000,000 each claim/$1,000,000 annual aggregate

This policy shall be issued by an insurance carrier approved in advance by Owner and licensed to provide such coverage in Texas to insure from and against all negligent acts, errors, and omissions in the professional services performed by the Subcontractor Enrolled Party, its agents, representatives, employees, and/or sub-subcontractors. Upon execution of the Agreement and at every date of renewal of that policy, the Subcontractor Enrolled Party shall cause a Certificate of Insurance to be issued. Professional Liability coverage shall provide full prior acts coverage or a retroactive date not later than the date the services are first performed by or for the Subcontractor Enrolled Party in connection with the Project. This insurance shall be maintained until all claims arising out of Work are barred by applicable statute of repose under Texas law.

6.

9. Subcontractor’s Equipment

The enrolled parties are responsible for their construction tools and equipment, including but not limited to construction trailers and their contents, temporary scaffolding, whether owned, leased, rented, borrowed or used at the Project site; and the enrolled parties agree that SPONSOR will not be responsible for any loss or damage to its tools and equipment. If insured, the enrolled parties’ insurance policy covering tools and equipment will include a waiver of subrogation in favor of SPONSOR, designer, engineer and all enrolled parties. If uninsured, the enrolled parties’ will hold harmless SPONSOR, designer, engineer, and all other enrolled parties for loss or damage

IV. INSURANCE REQUIREMENTS FOR EXCLUDED PARTIES AND SUBCONTRACTORS

NOT ENROLLED IN THE ROCIP.

A. GENERAL.

Excluded Parties and Subcontractors and sub-subcontractors who are not Enrolled Parties (the latter, a “Non-Enrolled Party” or “Non-Enrolled Parties”) may be involved in the Project in some capacity. As a result, they must procure and maintain for the full duration of the Project and thereafter as indicated below, the following insurance policies with policy limits set forth below.

The cost of premiums for such coverages shall be included as part of each Subcontractor’s bid and included as a Cost of the Work; however, Owner will not reimburse for deductibles required by policies procured by any Non-Enrolled Party.

1. Commercial General Liability Insurance. Contractor and Subcontractor shall cause all Excluded Parties and Non-Enrolled Parties to procure, pay for, carry and maintain, from the Commencement Date through the entire period of repose provided under Texas law, Commercial General Liability Insurance that insures all of the Work, premises, activities and operations that each Subcontractor or Sub-subcontractor performs (or causes to be performed) on the Project Site or off of, or away from, the Project Site with limits of at least:

Each Occurrence $1,000,000 Personal/Advertising Injury (each Occurrence) $1,000,000

The Commercial General Liability Insurance must be on ISO policy form CG 00 01 or its equivalent and afford coverage for contractual liability, broad form property damage, personal injury, premises operations, independent contractors and subcontractors, fire, legal liability, and shall be primary and non-contributing with any other insurance available to Owner and Indemnitees. The Commercial General Liability policy shall include an endorsement in order to extend the policy’s general aggregate limits specifically to the Project. Contractor shall cause each Excluded Party and Non-Enrolled Party to add Owner and the Indemnitees as additional insureds on this policy using both additional insured endorsements ISO Form CG 20 10 10 01 and ISO Form CG 20 37 10 01 or such other endorsements acceptable to Owner. This policy shall be maintained until all claims arising out of the Work are barred by applicable repose period under Texas law. Excluded Parties and Non-Enrolled Parties shall provide certificates of insurance evidencing the required coverage and policy limits prior to commencement of any Work.

2. Commercial Automobile Liability Insurance. All Excluded Parties and Non-Enrolled Parties shall provide Commercial Automobile Liability Insurance for claims arising from the ownership, maintenance, or use of a motor vehicle at, upon, or away from the Project Site. The insurance shall cover all owned, hired, borrowed, leased or non-owned automobiles used in connection with the Work, with the following minimum limits of liability:

$1,000,000 Combined Single Limit Bodily Injury and Property Damage per Occurrence

The policy required by this Section shall be endorsed to name Owner and all Indemnitees as Additional Insureds using additional insured endorsements acceptable to Owner.

3. Workers' Compensation and Employer's Liability Insurance. All Excluded Parties and non-enrolled Subcontractors shall provide Worker’s Compensation Insurance and Employer’s Liability for all of Contractor’s workers performing Work on or off the Project Site with the following limits:

Worker’s Compensation: Statutory Limits Employer’s Liability:

Bodily Injury by Accident – Each Accident $1,000,000

4. Umbrella/Excess Liability Insurance. All Excluded Parties and Non-Enrolled Parties shall provide Excess Liability coverage to be excess of the Commercial General Liability, Employer’s Liability, and Automobile Liability policies discussed above, during the term of the Work and shall continue to be renewed for the entire period of repose provided under Texas law, in the following limits of liability:

$5,000,000 Each Occurrence and in the Aggregate

Such excess coverage shall “follow form” with regard to the primary coverage to the extent such primary coverage’s limits are designated to the Project and such primary coverage provides for an extended period for Products/Completed Operations coverage. The policy required by this Section shall be endorsed to name Owner and all other Indemnitees as Additional Insureds using additional insured endorsements acceptable to Owner.

5. Professional Liability (If Applicable)

To the extent the following trades are Excluded Parties or Non-Enrolled Parties, MEP Consultant (mechanical, electrical, plumbing), scopes of work shall maintain Professional Liability coverage with limits no less than:

$5,000,000 each claim $5,000,000 annual aggregate

Subcontractor Excluded Parties that are Civil Engineer, Geotech and Environmental Consultants scopes of work shall maintain:

$2,000,000 each claim $2,000,000 annual aggregate

All other Excluded Parties and Non-Enrolled Parties providing design services shall provide and maintain Professional Liability coverage with limits no less than:

$1,000,000 each claim $1,000,000 annual aggregate

The Professional Liability policy shall be issued by an insurance carrier approved in advance by Owner and licensed to provide such coverage in Texas to insure from and against all negligent acts, errors, and omissions in the professional services performed by any Subcontractor, its agents, representatives, employees, and/or sub-subcontractors. Upon execution of the Agreement and at every date of renewal of that policy, the Excluded Party and Non-Enrolled Party shall cause a Certificate of Insurance to be issued. Professional Liability coverage shall provide full prior acts coverage or a retroactive date not later than the date the services are first performed by or for the Subcontractor in connection with the Project. This insurance shall be maintained until all claims arising out of Work are barred by applicable statute of repose under Texas law.

6.

Subcontractor’s Equipment The enrolled parties are responsible for their construction tools and equipment, including but not limited to construction trailers and their contents, temporary scaffolding, whether owned, leased, rented, borrowed or used at the Project site; and the enrolled parties agree that SPONSOR will not be responsible for any loss or damage to its tools and equipment. If insured, the enrolled parties’ insurance policy covering tools and equipment will include a waiver of subrogation in favor of SPONSOR, designer, engineer and all enrolled parties. If uninsured, the enrolled parties’ will hold harmless SPONSOR, designer, engineer, and all other enrolled parties for loss or damage.

V. COVERAGE REQUIREMENTS FOR CRANE ERECTION AND DISMANTLING

Because the ROCIP will not include coverage for crane erection and dismantling, the Subcontractor trade(s) responsible for the erection and dismantling of any tower cranes used on the Project Site shall provide the following Commercial General Liability Insurance and Excess Liability insurance in lieu of Commercial General Liability and Excess Liability Insurance required in Section III.B (should this Subcontractor be an Enrolled Party) or Article IV (should this Subcontractor be an Excluded Party or Non-Enrolled Party). The premiums for such coverages shall be included as part of each Subcontractor’s bid and included as a Cost of the Work.

A. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial General Liability Insurance, on an "occurrence basis", including insurance for premises and operations, independent contractors, products/completed operations, and contractual liability performed on or off the Project Site during the term of the Work and continue to be renewed for the entire period of repose provided under Texas law. The Commercial General Liability Insurance must afford coverage for contractual liability, broad form property damage, personal injury, premises operations, independent contractors and subcontractors, fire, legal liability, and shall be primary and non-contributing with any other insurance available to Owner. The Commercial General Liablity policy shall include an endorsement in order to extend the policy’s limits specifically to the Project. The insurance required by this Section shall be in limits not less than the following:

Each Occurrence $1,000,000 Personal/Advertising Injury (each Occurrence) $1,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate $2,000,000 Fire Damage (any one fire) $ 100,000 Medical Expense (any one person) $ 5,000

Contractor shall cause these Subcontractors to add Owner and the Indemnitees as additional insureds on this policy with additional insured endorsements ISO Form CG 20 10 10 01 and ISO Form CG 20 37 10 01 or such other endorsements acceptable to Owner providing equivalent coverage. This policy shall be maintained until all claims arising out of the Work are barred by applicable repose period under Texas law. Subcontractor(s) shall provide certificates of insurance evidencing all required coverages and policy limits prior to commencement of any Work.

B. EXCESS LIABILITY. Excess Liability coverage to be excess of the Commercial General Liability, Employer’s Liability, and Automobile Liability policies shall be provided during the term of the Work and continue to be renewed for the entire period of repose…