1. Indemnification and Subcontractor's Liability
a. Subcontractor hereby assumes the entire responsibility and liability for all Work, supervision, labor and materials provided under any Work Order issued pursuant to this Subcontract, whether or not erected in place and for all plant, scaffolding, tools, equipment, supplies and other things provided by Subcontractor until final acceptance of the entirety of the Work by Owner. In the event of any loss, damage or destruction thereof from any cause of the Work as a result of the acts
or omissions of Subcontractor, its employees, sub-subcontractors, suppliers or agents of any type, Subcontractor shall be liable therefor,
and shall repair, rebuild and make good said loss, damage or destruction at Subcontractor's cost,, Subcontractor shall be liable therefor,
and shall repair, rebuild and make good said loss, damage or destruction at Subcontractor's cost, subject only to the extent that any net
proceeds are payable under any builder's risk property insurance that may be maintained by owner or Contractor, if any.
b. Subcontractor
shall be liable to Contractor for all costs Contractor incurs as a result of any failure of subcontractor, or any of its suppliers, vendors or
subcontractors of any tier, to fully and properly perform their obligations and duties with respect to the Work
c. To the fullest extent
permitted by law, the Subcontractor shall indemnify, defend, and hold harmless the Contractor, Owner and their respective officers,
directors, employees and agents (“Indemnified Parties”) from and against all claims, damages, demands, losses, expenses, fines, causes
of action, suits or other liabilities, (including all costs reasonable attorneys' fees, consequential damages, and punitive damages), arising
out of or resulting from, or alleged to arise out of or arise from, the performance of Subcontractor's Work under the Subcontract, and any
Work Order whether such claim, damage, demand, loss or expense is attributable to bodily injury, personal injury, sickness, disease or
death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom; but only to the extent attributable to
the negligence of the Subcontractor or any entity for which it is legally responsible or vicariously liable: regardless of whether the claim is
presented by an employee of Subcontractor. The indemnity obligations referenced herein shall not be construed to negate, abridge or
otherwise limit any other obligations of the Subcontractor or rights of Contractor hereunder. This indemnification shall not be limited in
any way by any limitation on the amount or type of
damages, compensation or benefits payable by or for the Subcontractor under any workers' compensation act, disability benefits acts or
other employee benefits act and includes any loss or injury suffered by an employee of the subcontractor. This indemnification shall be in
addition to any indemnity liability imposed by the Contract Documents, and shall survive the completion of the Work or the termination of
the Subcontract.
d. To the fullest extent permitted by law, the Subcontractor shall also indemnify, defend, and hold harmless the
Indemnified Parties from and against all claims, damages, demands, losses, expenses, fines, causes of action, suits or other liabilities,
(including all costs reasonable attorneys' fees, consequential damages, and punitive damages), arising out of or resulting from, or alleged
to arise out of, the failure of Subcontractor, or any of its suppliers or subcontractors of any tier, to compensate any of its employees or
independent contractors in accordance with any applicable federal, state or local law regarding the payment of wages. Subcontractor's
assumption of liability is independent from, and not limited in any manner by, the Subcontractor's insurance coverage obtained pursuant
to Article 5 or otherwise. 5. Subcontractor's Insurance Prior to commencing the Work, Subcontractor shall procure, and thereafter
maintain, at its own expense, until final acceptance of the Work or later as required by the terms of the Subcontract or any individual Work
Order, insurance coverage required by this Subcontract. At a minimum, and subject to modification in individual Work Orders, the types
of insurance and minimum policy limits specified shall be maintained in a form and from insurers acceptable to Contractor as set forth
below. All insurers shall have at least an A- (excellent) rating by A.M. Best and be qualified to do business in the state where the project is
located. This insurance will provide a defense and indemnify the Contractor, but only with respect to liability for bodily injury, property
damage and personal and advertising injury caused in whole or in part by the Subcontractor’s acts or omissions or the acts or omissions
of those acting on the Subcontractor’s behalf.
Proof of this insurance shall be provided to the Contractor before the Work commences, as set forth below. To the extent that the
Subcontractor subcontracts with any other entity or individual to perform all or part of the Subcontractor's Work, the Subcontractor shall
require the other Sub-Subcontractors to furnish evidence of equivalent insurance coverage, in all respects, terms and conditions as set
forth herein, prior to the commencement of work by the Sub-Subcontractor. In no event shall the failure to provide this proof, prior to the
commencement of the Work, be deemed a waiver by the Contractor of Subcontractor's or the Sub-Subcontractor's insurance obligations
set forth herein. In the event that the insurance company(ies) issuing the policy(ies) required by this exhibit deny coverage to the
Contractor, the Subcontractor or the Sub-Subcontractor will, upon demand by the Contractor, defend and indemnify the Contractor at
the Subcontractor's or Sub-Subcontractor’s expense. Commercial General Liability Insurance $1,000,000 Each Occurrence Limit (Bodily
Injury and Property Damage) $2,000,000 General Aggregate per Project $2,000,000 Products & Completed Operations Aggregate
$1,000,000 Personal and Advertising Injury Limit Business or Commercial Automobile Liability Insurance $1,000,000 combined single limit
per accident Workers' Compensation and Employers' Liability Insurance (at the limit chosen in the drop-down box below)
$100,000 Each Accident; $100,000 Each Employee for Injury by Disease; $500,000 Aggregate for Injury by Disease Excess or Umbrella
Liability (to overlay Employer’s Liability, Automobile Liability and Commercial General Liability coverages at the limit chosen in the dropu0002down box below). $1,000,000 Occurrence /aggregate The Contractor’s Commercial General Liability policy shall not contain an exclusion
or restriction of coverage for the following: 1. Claims by one insured against another insured, if the exclusion or restriction is based solely
on the fact that the claimant is an insured, and there would otherwise be coverage for the claim.
2. Claims for property which the damage
arises was performed by a Subcontractor.
3. Claims for bodily injury other than to employees of the insured.
4. Claims for indemnity under 4 Article 4 Indemnification arising out of injury to employees of the insured.
5. Claims or loss excluded under a prior work endorsement or
other similar exclusionary language.
6. Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary
language.
7. Claims related to residential, multi-family, or other habitational projects, if the Work is to be performed on such a project.
8. Claims related to roofing, if the Work involves roofing.
9. Claims related to exterior insulation finish systems (EIFS), synthetic stucco or
similar exterior coatings or surfaces, if the Work Involves such coatings or surfaces.
10. Claims related to earth subsidence or movement,
where the Work involves such hazards.
11. Claims related to explosion, collapse and underground hazards, where the Work involves such
hazards. 6. Additional Insureds The Contractor and Owner, along with their respective officers, agents and employees, shall be named as
additional insureds for Ongoing Operations and Products/Completed Operations on the Subcontractor's and any Sub-Subcontractor's
Commercial General Liability Policy and Excess or Umbrella Policy, all of which must be primary and noncontributory with respect to these
additional insureds. The Subcontractor shall continue to carry Completed Operations Liability Insurance for at least the length of the
Statute of Repose in the state where the subject work is performed after either ninety (90) days following Substantial Completion of the
Work or final payment to the Contractor on any individual Project, whichever is later. The Contractor and Owner, along with their respective
officers, agents and employees shall be named as additional Insureds on the Business or Commercial Automobile Liability Policy, which
must be primary and noncontributory with respect to these additional insureds. It is expressly understood by the parties to this
Subcontract that it is the intent of the Parties that any insurance obtained by the Contractor is deemed excess, non-contributory and not
co-primary in relation to the coverage(s) procured by the Subcontractor, the Sub-Subcontractor or any of their respective consultants,
officers, agents, subcontractors, employees or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of
the aforementioned may be liable by operation of statute, government regulation or applicable case law. To the fullest extent permitted
by applicable state law, a Waiver of Subrogation Clause shall be added to the General Liability, Automobile, Excess or Umbrella and
Workers Compensation policies in favor of Contractor and Owner, and this clause shall apply to the Contractor's and Owner's officers,
agents and employees, with respect to all Projects during the policy term. Prior to commencement of Work on any individual Project, Subcontractor shall submit a Certificate of Insurance in favor of Contractor and an Additional Insured Endorsement (in a form acceptable to the Contractor) as required hereunder. The Subcontractor’s Insurance policies shall provide for thirty (30) days' written notice to
Contractor for cancellation or any change in coverage and be evidenced by the Certificate of Insurance. Copies of insurance policies shall
promptly be made available to the Contractor upon request
