Indemnification doc- Exhibit D.pdf

Exhibit – Indemnification and Insurance Requirements

For purpose of this Exhibit, the term "Contractor" shall also include their respective agents, contractors of any tier, employees, representatives; and the term "Town of West Hartford and West Hartford Board of

Education" (hereinafter called the "Town") shall include their respective agents, boards, commissions, contractors of any tier, counsel, directors, employees, officers and/or officials (appointed or elected), representatives and volunteers.

I. INDEMNIFICATION

To the fullest extent permitted by law, the Contractor agrees to indemnify, defend and hold harmless the Town from and against all claims, damages, losses, and expenses, including but not limited to attorneys’ fees, court costs, or other alternative dispute resolution costs arising out of or resulting from the performance of Services under this Contract (1) provided that any such claims, damages, losses or expenses are attributable to bodily injury, sickness, disease, death, or personal injury, or property damage, and (2) are caused in whole or in part by the negligent acts, errors, or omissions of the Contractor, Contractor’s subcontractor(s), or anyone directly or indirectly employed or hired by Contractor or anyone for whose acts Contractor may be liable, REGARDLESS OF WHETHER OR NOT CAUSED IN PART BY THE TOWN. The Town reserves the right, but not the obligation, to participate in the defense without relieving Contractor of any obligation hereunder. Contractor agrees this indemnity obligation shall survive the expiration or earlier termination of the Contract.

II. INSURANCE

SPECIAL ATTENTION IS CALLED TO THIS SECTION.

NOTE: CONTRACTORS ARE ENCOURAGED TO CONFER WITH THEIR INSURANCE

CONSULTANT(S) TO ENSURE COMPLIANCE WITH THE FOLLOWING SPECIFICATIONS:

1. Contractor agrees at its sole expense to maintain on a primary basis, non-contributory basis during the life of any resulting contract the following insurance coverages, limits, including endorsements described herein. The requirements contained herein, as well as Town’s review or acceptance of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under the Contract.

Any coverage maintained by the Town shall apply excess of, or contingent upon the absence of, insurance required or maintained by Contractor.

2. Additional Insured Endorsement. Contractor agrees to endorse the Town as an Additional Insured on all policies (with the exception of Worker’s Compensation and Professional Liability) with the following, or similar endorsement providing equal or broader Additional Insured coverage, the CG 20 26 07 04, or CG 20 26 04 13, Additional Insured – Designated Person or Organization endorsement; or the CG 20 10 07 04, or CG 20 10 04 13, Additional Insured

– Owners, Lessees, or Contractors endorsement, including the additional endorsement of GC 20 37 07 04, or GC 20 04 13, Additional Insured – Owners, Lessees, or Contractors Completed Operations. The name of the organization endorsed as Additional Insured for all endorsements shall read “Town of West Hartford, West Hartford Board of Education”.

3. Commercial General Liability. Contractor agrees to maintain Commercial General Liability at a limit of liability not less than $1,000,000.00 Each Occurrence, $2,000,000 Annual Aggregate.

Contractor agrees its coverage shall not contain any restrictive endorsement(s) excluding or limiting Product/Completed Operations, Independent Contractors, Broad Form Property Damage, X-C-U Coverage, Contractual Liability or Separation of Insureds.

4. Business Automobile Liability. Contractor agrees to maintain Business Automobile Liability at a limit of liability not less than $1,000,000 Each Occurrence. Coverage shall include liability for Owned, Non-Owned & Hired automobiles. In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

5. Umbrella or Excess Liability. Contractor agrees to maintain either a Commercial Umbrella or Excess Liability at a limit of liability not less than $2,000,000 Each Occurrence $2,000,000 Aggregate. The Contractor agrees to endorse the Town as an “Additional Insured” on the Commercial Umbrella/Excess Liability, unless the Certificate of Insurance states the Commercial Umbrella/Excess Liability provides coverage on a pure/true follow-form basis, or the Town is automatically defined as an Additional Protected Person.

6. Worker’s Compensation Insurance & Employers Liability. Contractor agrees to maintain

Worker’s Compensation Insurance & Employers Liability in accordance with Connecticut Statutes Chapter 568, as amended. Policy shall include Employer’s Liability with minimum limits of $100,000 each accident, $500,000 disease/policy limit, $100,000 disease/each employee. Elective exemptions or coverage afforded through an employee leasing arrangement will NOT satisfy the contractual requirement.

7. Personal Property. All personal property of the Contractor are the sole risk of the Contractor.

The Contractor agrees to defend, hold harmless and indemnify the Town from any and all claims, compensation, costs, damages, fines, losses, payments, penalties of any kind, however caused, to any and all personal property belonging to the Contractor.

8. Certificate(s) of Insurance. Contractor agrees to provide Town a Certificate of Insurance evidencing that all coverages, limits and endorsements required herein are maintained and in full force and effect, and Certificates of Insurance shall provide a minimum thirty (30) day endeavor to notify, when a manuscript notice endorsement is available by Contractor’s insurer.

If the Contractor receives a non-renewal or cancellation notice from an insurance carrier affording coverage required herein, or receives notice that coverage no longer complies with the insurance requirements herein, Contractor agrees to notify the Town by mail, fax, or e-mail within five (5) business days with a copy of the non-renewal or cancellation notice, or written specifics as to which coverage is no longer in compliance. The Certificate Holder(s) address shall read:

Town of West Hartford Attn: Risk Manager 50 South Main Street Room 221

West Hartford, CT 06107 Fax: 860-561-7499 RiskManagement@WestHartfordCT.gov mailto:RiskManagement@WestHartfordCT.gov

Failure to provide the required insurance, or to replace expired or terminated insurance, or to provide satisfactory certificates thereof, or to exhibit the policies if required, may, at the option of the Town, be held a willful violation of the Contract.

9. Claims-made Form. Insurance coverage written on a claims-made basis shall have a retroactive date that precedes the effective date of the underlying agreement. The Contractor shall maintain continuous coverage or obtain an extended reporting period in which to report claims following end of the underlying agreement, for a minimum of two (2) years, except as defined otherwise in this exhibit.

10. Waiver of Subrogation. Contractor agrees by entering into any resulting Contract to a Waiver of Subrogation for each required policy herein. When required by the insurer, or should a policy condition not permit Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent.

This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition specifically prohibiting such an endorsement, or voids coverage should Contractor enter into such an agreement on a pre-loss basis.

11. Right to Revise or Reject. Town reserves the right, but not the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements, or to reject any insurance policies which fail to meet the criteria stated herein. Additionally, Town reserves the right, but not the obligation, to review and reject any insurer providing coverage due to its poor financial condition or failure to operate legally.

12. Other Terms. Town shall have the right, but not the obligation, of prohibiting Contractor from entering the Project site until a new Certificate of Insurance is provided to the Town evidencing the replacement coverage. The Contractor agrees the Town reserves the right to withhold payment to Contractor until evidence of reinstated or replacement coverage is provided to the

Town.