A141ExhibitB-2014 - 2024 - CLEAN.docx

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AIA® Document A141TM – 2014 Exhibit BDRAFT

Insurance and Bonds

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AIA Document A141™ – 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:12:31 ET on 02/19/2019 under Order No.3329720254 which expires on 08/27/2019, and is not for resale.DRAFT

User Notes: (1900181843)

AIA Document A141™ – 2014 Exhibit B. Copyright © 2004 and 2014 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This draft was produced by AIA software at 13:12:31 ET on 02/19/2019 under Order No.3329720254 which expires on 08/27/2019, and is not for resale.DRAFT

User Notes: (1900181843) for the following PROJECT:

(Name and location or address)

THE OWNER:

(Name, legal status and address)

State of Rhode Island, acting by and through the Department of Administration, Division of Purchases, on behalf of the User Agency One Capitol Hill, Second Floor Providence, Rhode Island 02908-5855 401-578-8100 (telephone); 401-574-8387 (facsimile) www.ridop.ri.gov

THE DESIGN-BUILDER:

(Name, legal status and address)

THE AGREEMENT

This Insurance Exhibit is part of the accompanying agreement for the Project, between the Owner and the Design-Builder (hereinafter, the Agreement), dated the « » day of « » in the year « ».

(In words, indicate day, month and year.)

TABLE OF ARTICLES

B.1 GENERAL

B.2 DESIGN BUILDER’S INSURANCE AND BONDS

B.3 OWNER’S INSURANCE

B.4 SPECIAL TERMS AND CONDITIONS

ARTICLE B.1 GENERAL

The Owner and Design-Builder shall purchase and maintain insurance and provide bonds as set forth in this Exhibit B. Where a provision in this Exhibit conflicts with a provision in the Agreement into which this Exhibit is incorporated, the provision in this Exhibit will prevail.

ARTICLE B.2 DESIGN BUILDER’S INSURANCE AND BONDS

§ B.2.1 The Design-Builder shall purchase and maintain the following types and limits of insurance from a company or companies lawfully authorized to do business in the jurisdiction where the Project is located with current AM Best’s ratings of not less than A-X. The Design-Builder shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 11.2.2.1 of the Agreement, unless a different duration is stated below:

(If the Design-Builder is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration.)

«____ years from the completion of the Work »

§ B.2.1.1 Commercial General Liability with policy limits of not less than « » ($ « » ) for each occurrence and « » ($ « ») in the aggregate on a per project basis (IS endorsement CG 25 03 or equivalent) providing coverage for claims including

The Commercial General Liability coverage shall be written on an occurrence form (ISO Form CG 00 01 12 07) in accordance with the services performed and shall include, but not be limited to, Premises/Operations, products/Completed Operations, Personal & Advertising Injury, Medical Payments, Blanket Contractual Liability, Subcontractors Protective Liability, and Explosion, Collapse and Underground Exposures.

The Commercial General Liability coverage shall remove the contractual exclusion for railroad work within 50 feet of the railroad, if applicable.

Completed Operations coverage shall be maintained after completion of the Project with limits indicated below for 10 years following completion of the Project.

This Commercial General Liability coverage shall not contain exclusions relating to: Independent Subcontractors; Gravity related injuries; Height limitations.

Under Commercial General Liability coverage, a waiver of subrogation shall apply in favor of the State of Rhode Island, its subsidiaries, affiliates, officers, directors, agents and employees.

§ B.2.1.2 Automobile Liability covering vehicles owned by the Design-Builder and non-owned, leased, hired vehicles used by the Design-Builder with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles specified in this Section B.2.1.2, along with any other statutorily required automobile coverage. Automobile Liability shall include Personal Injury Protection coverage (where applicable) to be included. If Design-Builder is hauling hazardous materials, coverage shall include MCS 90 endorsement and the ISO Form CA 9948 (Pollution Liability Broadened Coverage for Business Automobile).

Under Automobile Liability coverage, a waiver of subrogation shall apply in favor of the State of Rhode Island and University of Rhode Island, its subsidiaries, affiliates, officers, directors, agents and employees.

§ B.2.1.3 The Design-Builder may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess liability insurance, provided such primary and excess insurance policies result in the same or greater coverage as those required under Sections B.2.1.1 and B.2.1.2.

§ B.2.1.4 Workers’ Compensation at statutory limits in accordance with the State of Rhode Island (both Design-Builder’s employees and any leased employees). Under Worker’s Compensation insurance, a waiver of subrogation shall apply in favor of the State of Rhode Island, its subsidiaries, affiliates, officers, directors, agents and employees.

§ B.2.1.5 Employers’ Liability with policy limits as provided below:

Under Employers’ Liability coverage, a waiver of subrogation shall apply in favor of the State of Rhode Island, its subsidiaries, affiliates, officers, directors, agents and employees.

§ B.2.1.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate.

§ B.2.1.7 Pollution Liability covering performance of the Work, with policy limits of not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate.

§ B.2.1.7.1 The Design-Builder may obtain a combined Professional Liability and Pollution Liability policy to satisfy the requirements set forth in Sections B.2.1.6 and B.2.1.7, with combined policy limits that are not less than « » ($ « » ) per claim and « » ($ « » ) in the aggregate.

§ B.2.1.7.2 The Design-Builder shall provide umbrella for Commercial General Liability, Automobile Liability, Employer’s Liability of not less than « » ($ « » ) per occurrence and « » ($ « » ) in the aggregate.

§ B.2.1.8 The Design-Builder shall provide written notification to the Owner of the cancellation or expiration of any insurance required by this Article B.2. The Design-Builder shall provide such written notice within five (5) business days of the date the Design-Builder is first aware of the cancellation or expiration, or is first aware that the cancellation or expiration is threatened or otherwise may occur, whichever comes first.

§ B.2.1.9 Additional Insured Obligations. The Owner, the User Agency, and the State of Rhode Island and its subsidiaries, affiliates, officers, directors, agents and employees and any additional entities as required by the Agreement and their consultants and contractors shall be endorsed as additional insureds on the Design-Builder’s primary and excess insurance policies for Commercial General Liability, Automobile Liability and Pollution Liability. The additional insured coverage for the Owner, User Agency, the State of Rode Island, and its subsidiaries, affiliates, officers, directors, agents and employees and any additional entities as required by the Agreement as stated herein this paragraph § B.2.1.9 shall be primary and non-contributory to any of the Owner’s insurance policies and any other insurance or self-insurance programs available to them. The additional insured coverage shall apply to premises operations, ongoing operations, products liability, and completed operations. The policies shall not contain insured versus insured exclusions relevant to additional insureds. The policy limits applicable to the additional insureds shall be the same amount applicable to the named insured or, if the policy provides otherwise, policy limits not less than the amounts required under this Agreement. Additional insured coverage shall not require a contract between the named insured and any additional insured. A copy of the additional insured endorsement shall be attached to the Design-Builder’s certificate of insurance. Additional insured status under the CG 20 10 07 04, CG 20 37 07 04 endorsement shall be kept in place up to the statute of repose.

§ B.2.1.10 Certificates of Insurance. The Design-Builder shall provide certificates of insurance acceptable to the Owner, along with copies of the additional insured endorsement(s) as required herein, evidencing compliance with the requirements in this Article B.2: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon Owner’s written request. The Owner reserves the right to inspect Design-Builder’s insurance policies and endorsements to verify the Design-Builder is meeting the insurance requirements per the Contract Documents. An additional certificate evidencing continuation of liability coverage, including coverage for premises operations, product liability, ongoing operations, and completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 of the Agreement and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section B.2.1. The certificates will show the Owner and its consultants and contractors as additional insureds as primary and non-contributory on the Design-Builder’s primary and excess insurance policies for Commercial General Liability, Automobile Liability, and Pollution Liability. Information concerning reduction of coverage on account of revised limits, claims paid under the General Aggregate or both, shall be furnished by the Design-Builder with reasonable promptness.

§ B.2.1.11 Final determination of adequacy of coverage shall be at Owner’s discretion along with any other special insurance as required by Owner so as to fully protect Owner and User Agency against loss of damage throughout the period of work performed by the Design-Builder and during completed operations. The Design-Builder’s insurance shall be authorized and licensed to carry on business in the State of Rhode Island. In the event of failure of Design-Builder to furnish and maintain such insurance, Owner shall have the right to take out and maintain the said insurance for and in the name of the Design-Builder. The Design-Builder agrees to pay for the cost thereof and to furnish all necessary information to permit Owner to take out and maintain such insurance for the account of Design-Builder. Failure to comply with any of the above will result in the termination of services and/or delay of progress payments.

§ B.2.2 Performance Bond and Payment Bond The Design-Builder shall provide surety bonds as follows:

(Specify type and penal sum of bonds.)

The issuing surety must be licensed to do business in the State of Rhode Island and with an A.M. Best rating of no less than A-X.

§ B.2.2.1 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Agreement, the Design-Builder shall promptly furnish a copy of the bonds or shall permit a copy to be made.

ARTICLE B.3 OWNER’S INSURANCE

§ B.3.1 Owner’s Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner’s usual and customary liability insurance.

§ B.3.2 Property Insurance (Builder’s Risk) § B.3.2.1 Unless otherwise provided by § B.2.1.11 and § B.3.2.3, at the time of execution of the Design-Build Amendment, the Design-Builder shall purchase and maintain, in a company or companies lawfully authorized to do business in the State of Rhode Island, property insurance written on a builder’s risk “all-risk” or equivalent policy form in the amount of the initial Contract Sum, plus the value of subsequent Modifications and cost of materials supplied or installed by others, comprising the total value for the entire Project at the site on a replacement cost basis without optional deductibles. If any construction that is part of the Work shall commence prior to execution of the Design-Build Amendment, the Design-Builder shall, prior to commencement of construction, purchase and maintain property insurance as described above in an amount sufficient to cover the total value of the Work at the site on a replacement cost basis without optional deductibles. The insurance required under this section shall include interests of the Owner, User Agency, the State of Rhode Island, and its subsidiaries, affiliates, officers, directors, agents and employees and any additional entities as required by the Agreement, Design-Builder, Architect, Consultants, Contractors, and Subcontractors in the Project. The property insurance shall be maintained, unless otherwise provided in the Design-Build Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of the insurance, until final payment has been made or until no person or entity other than Owner and User Agency have insurable interest in the property to be covered, whichever is earlier. Unless the parties agree otherwise, upon issuance of final payment or upon Owner’s determination that no person or entity other than Owner and User Agency have insurable interest in the property to be covered, whichever is earlier, the Owner shall replace the insurance policy required under this Section B.3.2 with another property insurance policy written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 11.2.2 of the Agreement. The Builder’s Risk shall be endorsed so there is no time-element to coverage and therefore zero (0) days of waiting period.

§ B.3.2.1.1 The insurance required under Section B.3.2.1 shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, water, flood, windstorm, falsework, testing and startup, temporary buildings, transit, and debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for the Design-Builder’s services and expenses required as a result of such insured loss including increased cost of construction; design fees and expenses; soft costs; water damage, and if applicable, all below ground and above ground structures; piping; foundations; including underground water and sewer mains; piling, including the ground on which the structure rests; and excavation, backfilling, filling, and grading. The policy shall cover the cost of removing debris, including demolition as may be made legally necessary by the operation of any law, ordinance, or regulation.

§ B.3.2.1.2 If the insurance required under Section B.3.2.1 requires deductibles, the Design-Builder shall pay the premium cost, deductible cost, and any costs not covered because of such deductibles.

§ B.3.2.1.3 The insurance required under Section B.3.2.1 shall cover portions of the Work stored off the site, and also portions of the Work in transit.

§ B.3.2.1.4 Partial occupancy or use in accordance with Section 9.9 of the Agreement shall not commence until the insurance company or companies providing the insurance required under Section B.3.2.1 have consented to such partial occupancy or use by endorsement or otherwise. The Owner and the Design-Builder shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance.

§ B.3.2.1.5 The insurance required under Section B.3.2.1 shall be written with a deductible not to exceed $100,000 per occurrence. For All Other Perils excluding flood and earthquake, higher deductibles may be permitted by the Owner. Losses in excess of the deductible insured insurance required under Section B.3.2.1 shall be adjusted in conjunction with the Owner. Any insurance payments/proceeds shall be made payable to Owner subject to the requirements of any applicable mortgage clause. The Design-Builder shall pay its Contractors and subcontractors their just shares of insurance proceeds received, and by appropriate agreements, shall require its Contractors and subcontractors to make payments to their sub-tier contractors in a similar manner.

§ B.3.2.2 Boiler and Machinery Insurance. The Design-Builder shall purchase and maintain boiler and machinery insurance, which shall specifically cover commissioning, testing including cold and hot testing, or breakdown of equipment required by the Work, if not covered by the Builder’s Risk “all-risk” or equivalent insurance required in Section B.3.2.1. This insurance shall include the interests of the Owner, User Agency, the State of Rhode Island, and its subsidiaries, affiliates, officers, directors, agents and employees and any additional entities as required by the Agreement, Design-Builder, Architect, Consultants, Contractor and Subcontractors in the Work, and the Owner, User Agency, the State of Rhode Island, its subsidiaries, affiliates, officers, directors, agents and employees and any additional entities as required by the Agreement, and Design-Builder shall be named insureds.

§ B.3.2.3 The Owner shall not purchase the insurance required under Sections B.3.2.1 and B.3.2.2 with all of the coverages in the amounts described above therefore this provision in this Exhibit B shall constitute Owner informing the Design-Builder in writing prior to any construction that is part of the Work that the Design-Builder shall obtain the Builder’s Risk “all-risk” or equivalent insurance as stated above. If Owner is damaged by failure of Design-Builder to maintain insurance as required in this section, then Design-Builder shall bear all reasonable costs properly attributable to that failure.

§ B.3.2.4 RESERVED.

§ B.3.2.5 RESERVED.

§ B.3.2.6 Design-Builder shall provide Owner a copy of each policy that includes insurance coverages required by this Section B.3.2.

§ B.3.2.7 Waivers of Subrogation. The Owner and Design-Builder waive all rights against (1) each other, User Agency, the State of Rhode Island, its subsidiaries, affiliates, officers, directors, agents and employees and any additional entities as required by Owner’s contractual agreements, Architect, Contractor, and any of their consultants, subconsultants, contractors and subcontractors, agents and employees, each of the other, and (2) any separate contractors described in Section 5.13 of the Agreement, if any, and any of their subcontractors, sub-subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to Section B.3.2 or other property insurance applicable to the Work and completed construction, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Design-Builder, as appropriate, shall require of the separate contractors described in Section 5.13 of the Agreement, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of the other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged.

§ B.3.2.8 A loss insured under the Design-Builder’s Builder’s Risk insurance shall be adjusted by the Design-Builder as fiduciary and made payable to the Design-Builder as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section B.3.2.10. The Design-Builder shall pay the Architect, Consultants and Contractors their just shares of insurance proceeds received by the Design-Builder, and by appropriate agreements, written where legally required for validity, the Design-Builder shall require the Architect, Consultants and Contractors to make payments to their consultants and subcontractors in similar manner.

§ B.3.2.9 If required in writing by a party in interest, the Design-Builder as fiduciary shall, upon occurrence of an insured loss, give bond for proper performance of the Design-Builder’s duties. The cost of required bonds shall be charged against proceeds received as fiduciary. The Design-Builder shall deposit in a separate account proceeds so received, which the Design-Builder shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and Design-Builder. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged property shall be performed by the Design-Builder after notification of a Change in the Work in accordance with Article 6 of the Agreement.

§ B.3.2.10 The Design-Builder as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in interest shall object in writing within five days after occurrence of a loss to the Design-Builder’s exercise of this power. If an objection is made, the dispute shall be resolved in the manner selected by the Owner and Design-Builder as the method of binding dispute resolution in the Agreement. If the Owner and Design-Builder have selected arbitration as the method of binding dispute resolution, the Design-Builder as fiduciary shall make settlement with insurers or, in the case of a dispute over distribution of insurance proceeds, in accordance with the directions of the arbitrators.

ARTICLE B.4 SPECIAL TERMS AND CONDITIONS

Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows:

« The Design-Builder shall enter into written and executed contracts with any and all Architect, Contractors, or Consultants to perform construction or other work in connection with the Agreement and therein shall cause its Architect, Contractors, or Consultants to comply with the applicable insurance requirements per the Contract Documents including but no limited to this Exhibit B. Design-Builder shall be responsible for obtaining certificates of insurance and endorsements for all coverage and the policies themselves if requested by the Owner, required from each Architect, Contractor, or Consultant prior to the Architect, Contractor, or Consultant beginning work on the Project and Design-Builder shall obtain and maintain renewal certificates from its Architect, Contractors, or Consultants throughout the Project. The Owner reserves the right to require Design-Builder to procure and provide to the Owner for inspection, insurance policies and endorsements to verify each Architect, Contractor, or Consultant is meeting the insurance requirements per the Design-Build Documents. »