Subcontract - Rev Aug-16

You are being notified of a compliance issue with a certificate of insurance. Your certificate of insurance is either not in compliance with

McKinstry’s requirements, is expired or is missing. Please supply a compliant certificate of insurance ASAP to avoid a delay in the release of payments for services performed.

All vendors must comply with the insurance requirements as stated in the Subcontract Agreement, Subcontract Master Order or a

Subcontract Change Order or with these instructions. See the sample certificate of insurance starting on page 4.

NOTE: A frequent causes of non-compliance of a certificate of insurance are the following:

1. The presence of the job name, customer name, subcontract number, or other specific identifications of a single job in the Description of

Operation field. We require All Operations coverage. We prefer you to use the description in our sample certificate attached.

2. Failure to list the correct certificate holder. We require all our company entities to be named: McKinstry Essention, LLC, McKinstry

Co., LLC and McKinstry. Our company names can be included in the Description of Operation field if you prefer.

3. Failure to provide endorsements.

If you have sent in your insurance certificate thank you for complying.

If not, please do so immediately so there will not be a hold up with releasing payment for the services performed.

Please send your insurance certificate along with the endorsement to subinsurance@McKinstry.com.

Following with a mailed copy is not necessary and only causes added work.

Insurance (H)

Instructions: Prior to starting work Subcontractor must email all required insurance documentation to subinsurance@mckinstry.com.

Subcontractor, at its own expense, shall at a minimum maintain the insurance that is required herein for each Subcontract, Master Subcontract, Master Subcontract Order, and all Work (“Subcontract”), including all of the following requirements, unless the Prime Contract imposes broader requirements, in which case those broader requirements shall prevail. For purposes of the insurance requirements in this exhibit and any indemnity or hold harmless agreements, “McKinstry” shall mean McKinstry Co., LLC, McKinstry Essention, LLC, and all predecessor, successor, affiliated and related entities and their respective members, directors, officers and employees, and “Customer” shall mean any entity for whom McKinstry works under a written contract, including a Prime Contract. McKinstry’s acceptance of any document from Subcontractor that does not meet these requirements shall not constitute an approval or agreement that Subcontractor’s insurance requirements have been fulfilled or waived. McKinstry reserves the right to make a final determination as to whether Subcontractor is in compliance with insurance requirements, and whether additional insurance coverage or higher limits will be required. Additional insurance coverage or higher limits may be required if the scope of work, price, or other factors change.

1. Certificate of Insurance

Subcontractor must submit evidence of insurance coverages on currently effective industry standard ACORD form Certificate of Insurance and include all required endorsements.

2. Minimum Coverages

Minimum coverages are required as follows:

Commercial General Liability Limits

Coverage must be occurrence form only Combined single limit each occurrence $2,000,000 Personal and advertising injury $1,000,000 General aggregate (per project) $2,000,000 Products and completed operations aggregate $2,000,000

Automobile Bodily injury and Property Damage Liability

Coverage must apply to owned, non-owned, and hired automobiles Combined single limit each accident $2,000,000

Worker's Compensation

State mandatory coverage Statutory Amount Employers liability each accident $2,000,000 mailto:subinsurance@McKinstry.com mailto:subinsurance@mckinstry.com

Employers liability disease each employee $2,000,000 Employers liability disease policy limit $2,000,000

Professional Liability

Coverage must be provided directly by Subcontractor If work does not involve design, consulting, or professional services; OR Not Required If work involves design by an architect or engineer related to structure, per claim; OR $5,000,000 If work involves any other design, consulting, or professional services, per claim $2,000,000

Contractor’s Pollution Liability

If work does not involve mechanical work, remediation of hazardous materials, pollutants, or mold; OR Not Required If work involves mechanical work ; OR $2,000,000 If work involves remediation of hazardous materials, pollutants, or mold $5,000,000

3. Primary, Umbrella, & Excess Policies

The above minimum coverages can be met through a combination of primary, umbrella, and excess policies. McKinstry and each Customer of McKinstry are entitled to the full benefit of higher limits that Subcontractor may carry for any required coverages and all such coverage shall be subject to vertical exhaustion before any other primary, umbrella, excess or any other insurance of McKinstry or Customer will be triggered.

4. Required Endorsements

The following endorsements must be provided to McKinstry in addition to the Certificate of Insurance:

A. Additional Insured Endorsement

“McKinstry, each Customer of McKinstry, and any other party as required by contract, and all of their affiliates, directors, officers, and employees” are additional insureds under the Commercial General Liability, Automobile Liability, Umbrella Liability, Excess Liability, and Contractor’s Pollution Liability (if CPL is required) policies.

Additional insured status must not be limited to comparative fault or vicarious liability unless explicitly restricted to such limitation by law in the state in which the work is performed. Additional insured status must be for both ongoing and completed operations.

B. Primary and Non-Contributory Endorsement

All of Subcontractor’s Coverage must be primary and noncontributory. Any other insurance maintained by McKinstry or Customer shall be excess and not contributing insurance with Subcontractor’s insurance.

C. Waiver of Subrogation Endorsement

All of Subcontractor’s insurance coverage, whether such insurance is required hereunder or not, must waive all rights against McKinstry and Customer for damages or losses to the extent covered by Subcontractor’s insurance. Subcontractor hereby waives any such subrogation rights.

5. All Operations

Coverage must cover anything arising from all operations, and each Subcontract, and all work, onsite and offsite.

6. Property, Tools, & Equipment

Subcontractor is responsible for providing insurance for its own property, tools and equipment whether owned, rented, leased or borrowed and shall hold McKinstry harmless and defend and indemnify McKinstry for any loss to such property, tools and equipment.

7. Deductibles

No deductible or self-insured retention may be in excess of $25,000 without prior written approval from McKinstry. Subcontractor is responsible for payment of all deductibles and self-insured retentions for claims under Subcontractor’s insurance policies, and other insurance policies to the extent of the fault of Subcontractor, regardless of the identity of the insured party.

8. OCIP/CCIP/Wrap Policies

If an owner controlled insurance program, contractor controlled insurance program, or other type of wrap-up program applies to the project or work, then coverage provided under such program will take precedence over these insurance requirements, but only to the extent coverage is provided under such program.

9. Duration

The insurance required under this Subcontract shall remain in full force and effect during the duration of the Subcontract plus warranty period, the time period defined in the applicable statute of repose, or the time period defined in the applicable statute of limitation, whichever is longer.

10. Notice of Cancellation and Expiration

Subcontractor shall not permit any lapse in insurance coverage. Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered to McKinstry in accordance with the policy provisions. McKinstry has no duty to monitor or act on the status of subcontractor’s insurance, including such dates.

11. Rating of Insurer

Subcontractor’s insurers shall maintain a minimum “Bests Rating” of A-VIII.

12. Lower Tier Subcontractors

Subcontractor shall ensure that its lower tier subcontractors comply with these insurance requirements.

13. Example Certificate of Insurance

The attached example Certificate of Insurance illustrates typical content in a typical Certificate of Insurance and is included here for convenience only. Nothing contained in the attached example Certificate of Insurance changes or modifies any requirements of this Subcontract. Subcontractor’s actual Certificate of Insurance and all endorsements must comply with the requirements of this Subcontract.