As respects acts, errors or omissions in the
performance of professional services, CONTRACTOR agrees to indemnify and hold
harmless ENTITY, its officers, employees, and ENTITY-designated volunteers from
and against any and all claims, demands, defense costs, liability or
consequential damages of any kind or nature arising directly out of CONTRACTOR's
negligent acts, errors or omissions in the performance of its professional
services under the terms of this contract.
As respects all acts or omissions which do not
arise directly out of the performance of professional services including, but
not limited to those acts or omissions normally covered by general and
automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at
ENTITY's option), and hold harmless ENTITY, its officers, agents, employees,
representatives, and volunteers from and against any and all claims, demands,
defense costs, liability, or consequential damages of any kind or nature arising
out of or in connection with CONTRACTOR's (or CONTRACTOR's subcontractors, if
any) performance or failure to perform, under the terms of this contract;
excepting those which arise out of the sole negligence of ENTITY.
Without limiting ENTITY's right to indemnification,
it is agreed that CONTRACTOR shall secure prior to commencing any activities
under this Agreement, and maintain during the term of this Agreement, insurance
coverage as follows:
Worker's compensation insurance as required by Idaho statutes.
Comprehensive general liability insurance or commercial general liability
insurance, including coverage for premises and operations, contractual
liability, personal injury liability, products/completed operations liability,
broad-form property damage (if applicable) and independent contractor's
liability (if applicable), in an amount of not less than One Million Dollars
($1,000,000.00) per occurrence, combined single limit, written on an occurrence
Comprehensive automobile liability coverage including, as applicable,
owned, nonowned and hired autos, in an amount of not less than One Million
Dollars ($1,000,000.00) per occurrence, combined single limit, written on an
Professional liability insurance coverage, including contractual
liability, in an amount not less than One Million Dollars ($1,000,000.00), and
CONTRACTOR shall maintain such coverage for at least four (4) years from the
termination of this Agreement; and during this four- year period, CONTRACTOR
shall use CONTRACTOR's best efforts to ensure that there is no change of the
retroactive date on this insurance coverage.
ENTITY is hereby authorized to reduce the
requirements set forth above in the event he/she determines that such reduction
is in ENTITY's best interest.
Each insurance policy required by this Agreement
shall contain the following clauses:
This insurance shall not be canceled, limited in scope or coverage, or
non-renewed until after thirty (30) days prior written notice has been given to
the ____________________ of ENTITY.
It is agreed that any insurance maintained by ENTITY shall apply in
excess of and not contribute with insurance provided by this policy.
Each insurance policy required by this Agreement,
excepting policies for worker's compensation and professional liability, shall
contain the following clause:
ENTITY, its officers, agents, employees,
representatives and volunteers are added as additional insureds as respects
operations and activities of, or on behalf of, the named insured, performed
under contract with ENTITY. Prior
to commencing any work under this Agreement, CONTRACTOR shall deliver to ENTITY
insurance certificates confirming the existence of the insurance required by
this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this
Agreement, CONTRACTOR shall provide to ENTITY endorsements to the above-required
policies, which add to these policies the applicable clauses referenced above.
Said endorsements shall be signed by an authorized representative of the
insurance company and shall include the signature’s company affiliation and
title. Should it be deemed
necessary by ENTITY, it shall be CONTRACTOR's responsibility to see that ENTITY
receives documentation acceptable to ENTITY which sustains that the individual
signing said endorsements is indeed authorized to do so by the insurance
company. Also, ENTITY has the right
to demand, and to receive within a reasonable time period, copies of any
insurance policies required under this Agreement.
In addition to any other remedies ENTITY may have
if CONTRACTOR fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, ENTITY may, at
its sole option:
Obtain such insurance and deduct and retain the amount of the premiums
for such insurance from any sums due under the Agreement;
Order CONTRACTOR to stop work under this Agreement and/or withhold any
payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR
demonstrates compliance with the requirements hereof.
Terminate this Agreement.
Exercise of any of the above remedies, however, is
an alternative to other remedies ENTITY may have and is not the exclusive remedy
for CONTRACTOR's failure to maintain insurance or secure appropriate