Chasebrook’s Standard Terms and Conditions
1. Indemnity:
To the fullest extent allowed by law the Contractor shall indemnify and hold the Property Management harmless from and against all claims, actions, damages, injuries, liabilities and expenses caused or created by Contractor, its agents, employees or sub-contractors. The indemnity obligations set forth in this Agreement shall not be limited by (1) the Agreement Fee, or (2) the amount or type of proceeds, compensation, or benefits available to Contractor under any insurance policy including, without limitation, any self-insurance or similar program or policy maintained by Contractor.
2. Survival of this Agreement:
All terms and conditions of the Agreement, which by their nature extend beyond the Agreement Term, shall survive acceptance, final payment, expiration, or earlier termination of the Agreement.
3. Attorneys’ Fees:
Property Management shall be entitled to recover its attorneys' fees and court costs incurred in enforcing the indemnification provisions set forth in the Agreement.
4. Insurance Requirements:
Unless otherwise specified, Contractor shall purchase and maintain, at its own expense, the following policies of insurance meeting the requirements and minimum limits listed below during the performance of the Services and until the expiration of one (1) year from final completion of the Services, or until such longer time as set forth below.
4.01 Commercial General Liability Coverage: Contractor shall maintain a Commercial General Liability (CGL) policy written on an “occurrence basis” (as opposed to a “claims-made” basis) using Insurance Services Office (ISO) occurrence form CG 00 01 (or equivalent form) with limits of insurance of not less than $1,000,000 each occurrence, $1,000,000 personal and advertising injury, $2,000,000 General Aggregate and $2,000,000 aggregate for products – completed operations. Coverage shall include, but not be limited to, liability arising from premises, operations, independent contractors, and products- completed operations including construction defect, contractual liability, personal injury, and advertising injury. There shall be no limitations or exclusions of coverage beyond those contained in the ISO Commercial General Liability Form. If the CGL coverage contains a General Aggregate Limit, such General Aggregate Limit shall apply separately to each project. Contractor agrees to continue to procure and maintain products-completed operations liability insurance coverage for the applicable period of statutory limitation of claims (or statute of repose, if applicable) after the Services are completed. All required terms and conditions of coverage shall be maintained during this completed operations period, including the minimum required coverage limits and the requirement to provide additional insured coverage for completed operations.
4.02 Automobile Liability Insurance: Contractor shall maintain Business Auto Liability with limits of not less than One Million Dollars ($1,000,000) for any one accident on ISO form CA 00 01, or a substitute form providing equivalent coverage and shall include coverage for owned, hired, and non- owned automobiles. Such policy shall name Property Management and Chasebrook Company, its respective shareholders, members, partners, joint venturers, affiliates, subsidiaries, successors and assigns, and any directors, officers, employees, or agents of such persons or entities as additional insureds.
4.03 Employer’s Liability Insurance: Contractor shall maintain Workers Compensation and Employers Liability coverage with Workers Compensation limits complying with statutory requirements, and Employers Liability Insurance limits of at least $1,000,000 each accident, $1,000,000 for bodily injury by accident, and $1,000,000 each employee for injury by disease. If there is an exposure of injury under
U.S. Longshore and Harbor Workers' Compensation Act, the Jones Act, or under laws, regulations, or
statutes applicable to maritime employees, coverage shall be included for such injuries.
4.04 Additional Insured Requirement: The Contractor agrees to name Property Management, their respective officers, partners, agents, employees, affiliates, parents and subsidiaries, as an additional insured (hereinafter referred to as the “Additional Insureds”) under the Contractor’s CGL insurance policy and all other liability insurance policies. The coverage provided to the Additional Insureds under the commercial general liability policy shall be provided by a policy provision or an endorsement which is at least as broad as CG 20 10 10 01 (ongoing operations) in combination with CG 20 37 10 01 (completed operations). Notwithstanding the foregoing, Contractor shall provide ISO CG 20 10 11 85 or equivalent coverage where available from its carrier. The additional insured coverage for completed operations shall be maintained during the applicable period of statutory limitation on claims (or statute of repose, if applicable).Such policy provision(s) or endorsement(s) shall further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the Additional Insureds.
4.05 Acceptance by Property Management: The required insurance shall be subject to the approval of the Property Management. Such insurance shall be maintained under forms of policies and from companies satisfactory to the Property Management. The insurance company must have a financial rating of at least A-VII as defined by A.M. Best Company and must be authorized to transact business in the state where Services are being performed. Any acceptance of policies or certificates of insurance by the Property Management, or failure of the Contractor to provide policies or certificates of insurance, shall in no way limit or relieve the Contractor of its duties and responsibilities in this Agreement.
4.06 Certificates of Insurance: Prior to commencement of the Services, Contractor shall provide the Property Management with certificates of insurance and attached all required policy language or policy endorsements providing additional insured and primary and non-contributory coverage and permitting waiver of subrogation, as evidence of insurance required herein.
4.07 Failure to Meet Insurance Requirements: Failure of Contractor to maintain the required insurance shall constitute a material breach entitling Property Management to terminate the Contract for default, withhold payment, and/or purchase the required insurance at the Contractor’s expense. Any delays in the completion of the Services due to the Contractor’s failure to obtain or maintain insurance shall be treated as delay due to the Contractor’s breach of Agreement.
4.08 Minimum Limits Required of the Contractor: In specifying minimum Contractor insurance requirements, the Property Management does not represent that such insurance is adequate to protect Contractor from loss, damage, or liability arising from its Services. Contractor is solely responsible to inform itself of types or amounts of insurance it may need beyond these requirements to protect itself. Notwithstanding anything to the contrary in the Agreement, if the Contractor has procured any insurance coverage and/or limits (either primary or on an excess basis) that exceed the minimum acceptable coverage and/or limits set forth in this Agreement, the broadest coverage and highest limits actually afforded under the applicable policy(ies) of insurance shall be considered the coverage and limits that are required by this Agreement and such coverage and limits shall be provided in full to the additional insureds and indemnified parties under this Agreement. The Parties expressly intend that the provisions set forth in the Agreement shall be construed as broadly as permitted to be construed by applicable law to afford the maximum insurance coverage available under the Contractor’s insurance policies.
4.09 Waiver of Subrogation: Contractor waives all rights against Property Management, and any other Additional Insureds and their respective agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by commercial general liability, commercial excess/umbrella liability, business auto liability, workers compensation or employers liability insurance, or professional liability insurance maintained pursuant to the requirements of this Section. Contractor agrees to procure waivers of subrogation from all of its insurers providing coverage under the requirements of this Section.
4.10 Insurance Requirements for Subcontractors. The Contractor shall ensure that its subcontractors of any tier shall procure and maintain insurance that complies with the requirements set forth in this Agreement, including the additional insured, primary and non-contributory and waiver of subrogation requirements. Copies of the certificate(s) must be provided prior to the subcontractors entering the site
5. Additional Terms:
5.01 This Agreement may be terminated for cause without prior notice at Property Management’s sole discretion. Absent cause, Property Management may terminate this Agreement at will with fifteen (15) days written notice.
5.02 Contractor shall be liable for damage resulting from the willful acts or negligence of Contractor or Contractor’s employees, agents or sub-contractors.
5.03 All Services shall be performed by Contractor in good and workmanlike manner. Contractor shall use best effort to avoid causing damage. Property Management may withhold payment for any work not adequately performed according to the terms in this Agreement, in sole judgment of Property Management.
5.04 Contractor shall be responsible for submitting a statement within 30 days of completing the Services to Property Management at the following address: c/o Chasebrook Company, 154 E. Myrtle Avenue, Suite 303 Murray, UT 84107. The statement shall include a detailed history of dates and approximate times when work was done. The Fee will be withheld for any statements that do not include the required details. The Fee will be made within thirty (30) days of receipt of said statement. Contractor shall also include with the statement of note of any property damage or other potentially hazardous conditions observed by contractor. Contractor shall notify Property Management at once of any hazardous situations needing immediate attention.
5.05 Contractor shall be responsible for supplying all tools, equipment, materials and labor at Contractor’s sole expense.
5.06 Contractor is an independent Contractor of the Property Management. None of the provisions of this agreement or any of the Services provided by Contractor shall be construed to create a partnership or employment relationship between Property Management and Contractor.
5.07 In the event of a breach of this Agreement by either party, the breaching party shall be responsible for all costs, including reasonable attorney’s fees, incurred by the other party in enforcing this Agreement.
6. Compliance with Occupational Safety and Health Administration (“OSHA”):
6.01 Contractor affirmatively acknowledges that they are aware of OSHA job site safety requirements
and regulations and, specifically, has a duty to:
a. Provide work and a workplace free from recognized hazards.
b. Inform employees of OSHA safety and health standards that apply to their workplace.
c. Display in a prominent place the official OSHA poster that describes rights and responsibilities under the OSH Act.
d. Establish a written, comprehensive hazard communication program that includes provisions for such things as container labeling, material safety data sheets, and an employee training program.
e. Inform employees of the existence, location, and availability of their medical and exposure records when employees first begin employment and at least annually thereafter, and to provide these records upon request.
f. Do all in their power to keep employees and visitors to the work site safe from danger or injury.
6.02 From time to time, as may be requested by Property Management, Contractor agrees to provide written certification that the job site, workers on the job site and visitors to the job site are in compliance with OSHA requirements and regulations.
7. Amendments:
The foregoing notwithstanding, the Agreement may be amended upon mutual agreement, in writing, of both Property Management and Contractor.