Miscellaneous OCI Riders

MISCELLANEOUS OCI RIDERS

This Miscellaneous OCI Riders Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client has established or will establish an Owner Controlled Insurance program (OCI) applicable to the Project identified below, and Client requires certain contractual riders and assurances from Contractor and its subcontractors;

WHEREAS, Contractor performs work on the Project and agrees to comply with the terms of the OCI program and associated riders as set forth in this Agreement;

WHEREAS, the parties desire to set forth the specific riders, insurance provisions, indemnity obligations, payment terms and other ancillary provisions relating to the OCI program and other miscellaneous requirements.

PROJECT IDENTIFICATION

SCOPE OF WORK

Contractor shall perform the work described in the primary contract and in addition shall comply with the OCI Riders selected below and any mandatory requirements identified by Client's OCI program. Contractor's specific obligations under this Agreement include, without limitation, coordination with Client's insurance administrator, submission of required documentation, and compliance with insurer conditions.

RIDER OPTIONS (SELECT APPLICABLE)

Owner Controlled Insurance (OCI) participation required Additional insured endorsement to Client and other parties Waiver of subrogation in favor of Client Specific indemnity obligations related to OCI claims Certificates of Insurance and endorsements required prior to mobilization

INSURANCE REQUIREMENTS

Contractor shall procure and maintain insurance coverages meeting, at minimum, the limits and endorsements required by Client's OCI program. All policies shall be with insurers admitted or approved by Client and shall contain such endorsements as required by Client, including additional insured and waiver of subrogation when selected.

INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client, its officers, directors, agents and employees from and against all claims, demands, losses, damages, liabilities and expenses, including reasonable attorneys' fees, arising out of or in connection with Contractor's performance under this Agreement, except to the extent such claims result solely from Client's gross negligence or willful misconduct. Where the OCI program provides first-dollar coverage or otherwise limits Contractor's obligation, Contractor's indemnity obligations shall be coordinated with applicable insurance proceeds but are not eliminated unless expressly stated.

PAYMENT TERMS

Client shall compensate Contractor for work performed in accordance with the primary contract and these riders. Payment for OCI-related services and administrative costs shall be governed by the schedule set forth below.

TERM AND TERMINATION

This Agreement shall commence on Start Date and continue until End Date, unless earlier terminated in accordance with this section or superseded by a written amendment signed by both parties.

Start Date:     End Date:

CONFIDENTIALITY

Each party shall maintain in confidence all non-public, proprietary or confidential information of the other party disclosed in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes generally known to the public other than through a breach of this Agreement, or that is rightfully received from a third party without restriction. A receiving party may disclose Confidential Information to its employees, contractors and agents on a need-to-know basis provided such persons are bound by confidentiality obligations at least as protective as those set forth herein. Upon expiration or termination of this Agreement, the receiving party shall return or destroy Confidential Information as directed by the disclosing party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of state and federal courts located in that State for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with the primary contract to which these riders are attached and any written attachments, exhibits or endorsements expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. No modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

ATTACHMENTS AND DOCUMENTS

CERTIFICATIONS

Contractor certifies that all information and documentation provided to Client in connection with these riders is true, accurate and complete, that Contractor is authorized to execute this Agreement, and that Contractor will ensure compliance with these riders by its subcontractors and agents. Contractor acknowledges that failure to provide required insurance evidence, endorsements or to comply with OCI program conditions may constitute a material breach and grounds for suspension or withholding of payment and other remedies.

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