LEASE AGREEMENT INSURANCE AND INDEMNIFICATION LANGUAGE

Transcription

1 LEASE AGREEMENT INSURANCE AND INDEMNIFICATION LANGUAGE Tenant assumes the liability for damage to its improvements, fixtures, partitions, equipment and personal property therein, and all appurtenances thereto, regardless of the cause thereof. Except as otherwise provided herein, Tenant expressly waives and releases Property Owner, Landlord and Managing Agent from all claims against Property Owner, Landlord and Managing Agent and agrees to hold Property Owner, Landlord and Managing Agent harmless for any loss resulting from damage or loss to Tenant's goods, wares, merchandise, inventories, fixtures and/or equipment of any invitee, subsidiary or affiliate of tenant, vendor or contractor in, upon or about said premises regardless of the cause. Tenant shall secure, pay for and maintain, at its own expense, the following insurance policies in full force and effect during the term of the agreement: (A) Property Insurance: Replacement cost insurance on Tenant's machinery, equipment, furniture & fixtures, goods, wares, merchandise, improvements/betterments and Business Interruption/Extra Expense in sufficient amounts against damage caused by Fire and all other perils covered by a standard All Risk Insurance Policy. Tenant agrees to waive its right of subrogation against Property Owner, Landlord and Managing Agent and shall obtain a waiver from its insurance company releasing the carrier s subrogation rights against Property Owner, Landlord and Managing Agent. (B) (C) Workers Compensation affording coverage under the Workers Compensation laws of the State of (where Premises are located) and Employers Liability coverage subject to a limit of no less than $500,000 each employee, $500,000 each accident and $500,000 policy limit. Commercial General Liability Insurance for limits of $1,000,000 per occurrence Bodily Injury and Property Damage, $1,000,000 per occurrence Personal & Advertising Injury, $1,000,000 Products Liability and Completed Operations, $1,000,000 Fire Damage Legal Liability and $2,000,000 General Aggregate limit per location. The policy shall be written on an occurrence basis subject to no deductible. Policy shall be endorsed to name Property Owner, any Fee Owner, Landlord and Newmark Family Properties, LLC and Newmark & Company Real Estate, Inc. d/b/a Newmark Grubb Knight Frank as "Additional Insured" using form CG2026 or its equivalent. Definition of Additional Insured shall include all subsidiary and affiliated entities and their respective members, partners, officers, directors, shareholders, consultants, employees, servants, agents, representatives and designees. Further, coverage for Additional Insureds shall apply on a primary and non-contributory basis irrespective of any insurance whether collectible or not. Any deductible shall be the responsibility of the Tenant. (D) Umbrella Liability Insurance for the total limit purchased by the Tenant but not less than a $5,000,000 limit providing excess coverage over all limits and coverage noted in paragraphs (B) and (C) above. This policy shall be written on an "occurrence" basis. Coverage shall apply on a primary and non-contributory basis for any party Tenant is required to include as additional insured under this agreement.

2 All policies noted in above shall be written with insurance companies licensed to do business in the State where the Premises are located and rated no lower than A10 in the most current edition of A.M. Best's Property-Casualty Key Rating Guide. (E) Evidence (Notices) of Compliance All policies shall be endorsed to provide that in the event of cancellation, non-renewal or material modification, Property Owner, Landlord and Managing Agent shall receive thirty (30) days written notice thereof. If unable to endorse policy, Tenant shall be responsible for providing notice. Tenant shall furnish Property Owner, Landlord and Managing Agent with Certificates of Insurance and upon Landlords request, complete copies of all policies including all endorsements attached thereto evidencing compliance with all insurance provisions noted above no later than five (5) days prior to the inception of the lease; and five (5) days prior to the expiration or anniversary of the respective policy terms. All Certificates or policy termination notices should be delivered to: (F) Indemnification/Hold Harmless The Tenant shall, to the fullest extent permitted by law and at its own cost and expense, defend, indemnify and hold Property Owner, any Fee Owner, Landlord and Managing Agent their subsidiary and affiliated entities and their respective members, partners, officers, directors, shareholders, consultants, employees, servants, agents, representatives and designees harmless from and against any and all claims, loss, (including attorney's fees, witnesses' fees and all court costs), damages, expense and liability (including statutory liability), resulting from injury and/or death of any person or damage to or loss of any property arising out of any negligent or wrongful act, error or omission or breach of contract in connection with the operations of the Tenant arising from or in connection with the possession, use, occupancy, management, repair, maintenance or control of the Demised Premises or any portion thereof; or arising from or in connection with any Tenant work. The foregoing indemnity shall include injury or death of any employee of the Tenant, its invitees, contractors and subcontractors and shall not be limited in any way by an amount or type of damages, compensation or benefits payable under any applicable Workers Compensation, Disability Benefits or other similar employee benefits acts. Tenants Liability under this indemnification shall not be limited to required limits in paragraphs B, C & D above. (G) Tenant Improvements

3 Tenant shall obtain Landlord s prior written consent to any renovation, addition, installation, improvement or alteration, hereinafter referred to as Tenant improvements. Tenant shall cause its Contractors and Subcontractors to secure and keep in effect during the performance of any Tenant improvement at Contractors sole cost and expense the following coverage: Property insurance upon tools, material, equipment and supplies, whether owned, leased or borrowed by the Contractor or its employees to the full replacement cost for all causes of loss included within all risk perils. Policy shall allow for a waiver of subrogation against Landlord. Workers Compensation affording coverage under the laws of the State of (where work is performed) and Employers Liability coverage subject to a limit of no less than $1,000,000 each employee, $1,000,000 each accident and $1,000,000 policy limit. Commercial General Liability, including contractual liability on an occurrence form with combined bodily injury and property damage limits of not less than $5,000,000 per occurrence, $5,000,000 per project general aggregate and $5,000,000 Products liability and Completed Operations. Products and Completed Operations coverage shall extend for three years beyond completion of Tenant Improvement. Policy shall not contain exclusions relating to (a) contractual liability, (b) independent contractors, (c) gravity related injuries and (d) injuries sustained by an employee of an insured or any insured. Limits may be satisfied through a combination of Commercial General Liability, Umbrella Liability and Excess Liability policies. Any deductible shall be the responsibility of the Contractor. Commercial General Liability, Umbrella Liability and Excess Liability policies shall name Property Owner, any Fee Owner, Landlord and Managing Agent as additional insured utilizing both forms CG2010 and CG2037 or their equivalents. Definition of Additional Insured shall include all subsidiary and affiliated entities and their respective members, partners, officers, directors, shareholders, consultants, employees, servants, agents, representatives and designees. Further, coverage for Additional Insureds shall apply on a primary and non-contributory basis irrespective of any insurance whether collectible or not. All such insurance shall be maintained with insurance companies licensed in the state where the work is performed with an AM Best s rating of not less than A- VIII. Said policies shall contain a provision that coverage may not be canceled, non-renewed or materially changed without at least thirty (30) days prior written notice to Landlord. If unable to endorse policy, Contractor shall be responsible for providing notice. Contractor shall not begin work until it has (1) furnished Certificates of Insurance to Landlord on Accord Form 25 evidencing all terms noted above; and (2) executed Property Owners Agreement with Tenant Contractor, as provided under Exhibit attached hereto. *Note that item (F) is necessary only if the Lease Agreement does not include an indemnification provision.

4 [Include the following as an exhibit to the lease:] EXHIBIT PROPERTY OWNER S AGREEMENT WITH TENANT S CONTRACTOR In consideration for permission to work at ( Premises ), the Contractor agrees to the following: Contractor, its subcontractors and sub-subcontractors shall not commence work until it has obtained all insurance referred to herein and provided proof as set forth and has been approved by ("Owner"). Contractor and its subcontractors and sub-subcontractors shall secure, pay for and maintain the following insurance policies in full force and effect during the term of the agreement: (1) Property Insurance upon all tools, material and equipment (owned, borrowed or leased by the Contractor or their employees) to the full replacement value thereof during the full term of this contract. This insurance shall insure against damage or loss caused by fire and all other perils covered by a standard All Risk insurance policy. Contractor agrees to waive its right of subrogation against Owner, owners agent and consultants. Failure of the Contractor to secure and maintain adequate coverage shall not obligate Owner or its agents or employees for any losses. (2) Workers Compensation affording coverage under the Workers Compensation laws of the State of (State of operations) and Employers Liability coverage subject to a limit of no less than $1,000,000 each employee, $1,000,000 each accident, and $1,000,000 policy limit. (3) Commercial General Liability Insurance written on ISO form CG /01 with limits of $1,000,000 per occurrence Bodily Injury and Property Damage Combined, $1,000,000 per occurrence Personal & Advertising Injury, $1,000,000 aggregate Products and Completed Operations Liability and $2,000,000 General (per project) Aggregate. The policy shall be written on an occurrence basis. Any deductible shall be the responsibility of the contractor. The policy shall not contain exclusions relating to: (a) contractual liability (b) independent contractors (c) gravity related injuries (d) injuries sustained by employee of an insured or any insured Policy shall be endorsed to name Owner, any Fee Owner, Landlord, Managing Agents, Owners Lender (if required), Newmark & Company Real Estate, Inc. d/b/a Newmark Grubb Knight Frank and Newmark Family Properties, LLC and all other entities that may be reasonably required as "Additional Insured" utilizing ISO Forms CG2010 and CG2037. Definition of Additional Insured shall include all officers, directors and employees of the named entity, its agents and consultants. Further, insurance policy shall provide coverage

5 for the "Additional Insured" on a primary and non-contributory basis irrespective of any other insurance, whether collectible or not. Completed Operations coverage shall remain in force for not less than three (3) years after completion of the work. (4) Automobile Liability Insurance for Bodily Injury and Property Damage in the amount of $1,000,000 combined and covering all owned, non-owned and hired vehicles. Policy shall include Owner as additional insured. (5) Umbrella Liability Insurance for the total limit purchased by Contractor but, not less than a $5,000,000 limit providing excess coverage over all limits and coverages noted in paragraph 2, 3, and 4 above. This policy shall be written on an "occurrence" basis and shall cover Owner, its Managing Agent, Owners Lender (if required) and all other entities that may be reasonably required as "Additional Insured". Coverage for the "Additional Insured" shall apply on a primary and non-contributory basis irrespective of any other insurance, whether collectible or not. All policies (except automobile) shall allow for a Waiver of Subrogation in favor of Owner, any Fee Owner, Landlord, Managing Agents, Owners Lender (if required), Newmark & Company Real Estate, Inc. d/b/a Newmark Grubb Knight Frank and Newmark Family Properties, LLC. All policies noted in above shall be written with insurance companies licensed to do business in the State where the Premises are located and rated no lower than A-8 in the most current edition of A.M. Best's Property-Casualty Key Rating Guide. (6) EVIDENCE (NOTICES) OF COMPLIANCE All policies shall be endorsed to provide that in the event of cancellation, nonrenewal or material modification, Owner shall receive thirty (30) days prior written notice thereof. Contractor shall furnish Owner with Certificates of Insurance no later than (5) days prior to commencement of work and upon Owner s request, shall provide owner with complete copies of the aforementioned policies including all endorsements attached thereto evidencing compliance with all insurance provisions noted above. All Certificates and policy termination notices should be delivered via certified mail to: FAILURE TO COMPLY WITH ANY OF THE REQUIREMENTS NOTED ABOVE WILL RESULT IN A BREACH OF THIS CONTRACT BY THE CONTRACTOR.

6 (7) INDEMNIFICATION/HOLD HARMLESS The Contractor shall, to the fullest extent permitted by law defend, indemnify and hold Owner, any Fee Owner, Landlord, Managing Agents, Owners Lender (if required), Newmark & Company Real Estate, Inc. d/b/a Newmark Grubb Knight Frank and Newmark Family Properties, LLC their partners, directors, members, officers, employees, servants, representatives, consultants and agents harmless from and against any and all claims, loss, (including attorneys' fees, witnesses' fees and all court costs), damages, expense and liability (including statutory liability), resulting from injury and/or death of any person or damage to or loss of any property arising out of any negligent or wrongful act, error, omission, breach of any statue, code or rule or breach of contract, in connection with the operations of the Contractor, its subcontractors and sub-subcontractors. The foregoing indemnity shall include injury or death of any employee of the Contractor or subcontractor and shall not be limited in any way by an amount or type of damages, compensation or benefits payable under any applicable Workers Compensation, Disability Benefits or other similar employee benefits acts. This clause shall survive the expiration or termination of this contract and the work. By: Contractor Name, Title Date: By: Owner Name, Title Date: