Contractor shall maintain or cause to be maintained insurance coverage as required in this Master Services Agreement with insurance companies lawfully authorized to do business in all states in which the Work is to be performed and which may arise out of or result from the Contractor’s operations under the Master Services Agreement and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a hired sub-contractor or independent contractor directly or indirectly employed, or by anyone for whose acts any of them may be liable until all obligations of Contractor pursuant to this Master Services Agreement have been fully discharged.
- Within two (2) days after the Effective Date of this Master Services Agreement or prior to commencement of any Work on the Project Site, Contractor and its sub-contractors shall provide a Certificate of Insurance (COI) utilizing an industry standard ACORD form and annually thereafter until all obligations of Contractor pursuant to this Master Services Agreement have been fully discharged.
- In addition to the Certificate of Insurance, Customer reserves the right to request from Contractor and its Contractors directly or indirectly employed by Contractor, copies of insurance coverage endorsements or exclusions as requested below either by attachment to a COI or by individual submission.
- The “Project Name”, “Contract Number” and a ‘brief’ description of the Work must be listed within the Description of Operations box on the Contractor’s as well as its sub-contractor or independent contractor’s COI as reference to which project, services or work the COI is intended to apply.
- Such insurance shall be maintained with insurance carriers with a minimum AM Best rating of “A+15” and who are lawfully authorized to do business in the jurisdiction in which the project is located.
- Customer reserves the right to not allow Contractor or Contractor’s hired sub-contractors or independent contractors onto or access to the job-site or Work, or may withhold payments to Contractor, if Contractor fails to provide evidence of compliant insurance required herein, including compliance to Customer’s Safety Program requirements prior to starting Work or performing Services.
Workers Compensation (WC)
Maintain insurance with Statutory limits in compliance with all applicable state and federal laws having jurisdiction over each employee in the state where the Work is to be performed, including Employer’s Liability insurance with limits of $1,000,000. Contractor shall provide an Alternate Employer Liability Gap Insurance Endorsement and Other States coverage – where applicable – and shall provide a copy of its current Experience Modification Rate (EMR).
Commercial General Liability (CGL)
Maintain insurance written on an occurrence form with limits of $1,000,000 each occurrence and $2,000,000 aggregate for bodily injury and property damage; premises and construction operations; personal and advertising injury; products/completed operations; fire damage; broad form contractual liability; broad form property damage; action over coverage; explosion/collapse/underground (X/C/U); broad form named insured; sudden and accidental pollution; independent contractor and medical expense. Contractor shall maintain completed operations insurance for not less than three (3) years following substantial completion of the Subcontract Work. For a period of two years the expiration of the Warranty Period, Contractor shall maintain all applicable insurance coverage and shall forward all applicable insurance documentation to Customer in the ordinary course.
Commercial Automobile Liability (AL)
Maintain insurance written on an occurrence form with coverage limits of $1,000,000 each occurrence for bodily injury, property damage or death, including coverage for medical payments and Un-insured/Under-insured motorists. Insurance shall be endorsed to include coverage for hired, borrowed, owned, non-owned, leased and rented vehicles. Hauling any materials, property or equipment that contains or may contain hazardous waste must include a Motor Carrier Act (MCS 90) form or broadened pollution liability endorsement. Trailers and other towed equipment and trailer interchange coverage shall be included, where applicable. If Work is performed near US borders, provide a copy of the coverage endorsement extending to territory including Mexico and Canada.
Umbrella and Excess Liability (UMB/XS)
Maintain umbrella and/or excess liability insurance providing coverage on a “following form” basis to the underlying primary coverages of commercial general liability, employer’s liability and commercial auto liability with coverage limits of $10,000,000 each occurrence and aggregate. Contractor’s insurance shall have endorsements and/or coverage extensions at least as broad and/or following form to the primary underlying policies, shall constitute excess coverage over that provided by the policies described above and shall not contain endorsements which restrict coverage provided in underlying policies.
Third-Party Crime
Maintain third-party crime insurance with coverage limits of no less than $1,000,000 each occurrence and aggregate. Contractor’s insurance shall have endorsements and/or coverage extensions at least as broad and/or following form to the primary underlying policies, shall constitute excess coverage over that provided by the policies described above and shall not contain endorsements which restrict coverage provided in underlying policies.
Property & Customer’s Equipment
If Contractor utilizes any mobile or other equipment, tools or machinery for their Work (including all Customer Provided Material but only after acceptance of delivery by Contractor), Contractor shall maintain all-risk Property and Customers Equipment coverage and limits for personal property including all owned and non-owned property in Contractors care, custody or control or for which the Contractor is legally liable or for which the Contractor has agreed to insure or be responsible, including a Waiver of Subrogation in favor of Customer. For the avoidance of doubt, Customer shall be identified as a loss payee on Contractor’s insurance policies for all of Customer Provided Material accepted by Contractor.
Cyber Insurance
Maintain Cyber insurance with coverage limits of no less than $1,000,000 each occurrence and aggregate covering claims involving privacy violations, information theft, damage to or destruction of electronic information, international and/or unintentional release of private information, alteration of electronic information, extortion and network security. Contractor’s insurance shall have endorsements and/or coverage extensions at least as broad and/or following form to the primary underlying policies, shall constitute excess coverage over that provided by the policies described above and shall not contain endorsements which restrict coverage provided in underlying policies.
Additional Insured (AI) Status
Contractor’s insurance shall be endorsed to include Additional Insured status for Customer (including Customer’s affiliates, subsidiaries, and owners) and Owner, including other entities Owner may designate or where applicable, utilizing recognized Insurance Services Office (ISO) endorsement(s) for all coverage except Workers Compensation (part one) and Professional Liability.
Waiver of Subrogation (WOS)
Contractor’s insurance shall be endorsed to include Waiver of Subrogation where Contractor waives their rights of recovery under subrogation in favor of the Customer, Owner and parties Customer and/or Owner may designate or where applicable, and/or in favor of such other Persons or Parties as may be requested by Customer.
Notice of Cancellation
Contractor shall be responsible to provide a minimum 30-day written advance notice of any cancellation or material change in coverage.
Deductibles or Self-Insured Retention (SIR)
Contractor shall be responsible for any and all deductibles or SIR amounts within Contractor’s insurance programs with respect to losses and related investigations, claim administration and defense expenses pertaining to the requisite Liability coverages, Workers Compensation and Umbrella/Excess insurance specified herein.
Severability
Contractor shall be responsible to provide a severability of interests or cross liability clause as provided under standard ISO forms except for Professional Liability and Workers Compensation if or where not allowed.
Hired sub-contractors
Contractor’s hired sub-contractors and independent contractors are required to maintain insurance in like forms and limit amounts that Contractor is required to provide to Customer. Contractor shall provide upon request by Customer, Certificates of Insurance (COIs) evidencing such coverage terms, conditions, endorsements and limits are contained within such hired sub-contractors and independent contractors’ insurance and shall in no way limit or relieve Contractor of their duties and responsibilities to provide or ensure such insurance coverages are in place. Independent contractors or those sub-contractors who are under-insured or non-insured shall be the responsibility of Contractor.
Aggregate Limits
If any of the insurance coverages required herein contain aggregate limits applying to other operations of Contractor outside of this Master Services Agreement, and these limits are diminished by any incident, accident, occurrence, claim, settlement or judgment against Contractor’s insurance, Contractor shall take immediate steps to restore the aggregate limits required herein or shall provide other insurance protection for the aggregate limits.
Primary and Non-Contributory
All policies of insurance referred to herein shall be endorsed to specify that they are primary as respects any claims, losses, damages, expenses including attorney’s fees or liabilities arising out of this Master Services Agreement and not excess to or on a contributing basis with any insurance or self-insurance maintained by Customer or Owner. Contractor shall provide documentation that no self-insurance, Group Programs or Captive insurance is in place in lieu of or as a replacement to the insurance coverages required herein.
Claims
Contractor shall be responsible for claims that may arise out of the Contractor’s operations or completed operations whether such operations or completed operations are by the Contractor or its hired sub-contractors or independent contractors.
Adequacy Regarding Coverage
By requiring insurance herein, Contractor does not represent that coverage and limits will necessarily be adequate to protect Customer and/or Owner where applicable, and such coverage and limits shall not be deemed as a limitation on Contractor’s liability under the indemnities granted to Customer and/or Owner where applicable in this Subcontract. No limitation of liability is provided to Contractor under this Master Services Agreement nor shall run to the benefit of any insurance company or in any way prejudice, alter, diminish, abridge or reduce in any respect, the amount of proceeds of insurance otherwise payable to Customer under insurance coverage required to be carried by Contractor, it being the intent of the Parties that the full amount of insurance coverage bargained for be actually available notwithstanding any limitation of liability contained in the Subcontract, if any.
Performance Bond and/or Payment Bond
Customer reserves the right to require Contractor to furnish bonds covering faithful performance of the Subcontract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Subcontract. Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Subcontract, the Contractor shall promptly furnish a copy of the bonds or shall permit a copy to be made.
