Contractual Indemnity 101 Snow Removal Contracts and Contracts in General

I. Introduction Hortica Background Robert Fitch/Rawle & Henderson

II. Before the Job (Storm) – The Contract A.Why a written agreement? 1.Sets out the defined obligations of the parties, achieves a meeting of the minds 2.Answers all questions before they are asked (in a claim scenario) 3.Avoids word versus word situations

II. Before the Job (Storm) – The Contract B.Contract Contents 1.Specific scope of work to be performed 2.Specific triggers indicating when and what type of services are to be performed 3.Define what you are not going to do 4..Hold-harmless/indemnity provisions

II. Before the Job (Storm) – The Contract B.Contract Contents (cont.) 3.Hold-harmless/indemnity provisions a.Explanation i.Trying to transfer risk of loss ii.Some risks would be those of the property owner iii.Insured does not have control over all risks, same risks which could require indemnity from the insured

II. Before the Job (Storm) – The Contract B.Contract Contents (cont.) 3.Hold-harmless/indemnity provisions b.Unintentional exposure arising out of poor language i.Uninsured exposures (contract, workmanship, etc.)

II. Before the Job (Storm) – The Contract B.Contract Contents (cont.) 3.Hold-harmless/indemnity provisions c.Examples i.The Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Owner, its officers, directors and employees (collectively, Client) against all damages, liabilities or costs, including reasonable attorney’s fees and defense costs, to the extent caused by the Contractor’s negligent performance of services under this Agreement and that of its subcontractors or anyone for whom the Consultant is legally liable

II. Before the Job (Storm) – The Contract B.Contract Contents (cont.) 3. Hold-harmless/indemnity provisions c. Examples i.The Owner agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Contractor, its officers, directors, employees and subcontractors (collectively, Contractor) against all damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Owner’s negligent acts in connection with the premises and the acts of its contractors, subcontractors or consultants or anyone for whom the Owner is legally liable

II. Before the Job (Storm) – The Contract B.Contract Contents (cont.) 3.Hold-harmless/indemnity provisions c.Examples i.Neither the Owner nor the Contractor shall be obligated to indemnify the other party in any manner whatsoever for the other party’s own negligence or for the negligence of others

II. Before the Job (Storm) – The Contract B.Contract Contents (cont.) 3.Hold-harmless/indemnity provisions c.Examples ii.The Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Owner against damages, liabilities and costs arising from the negligent acts of the Contractor in the performance of professional services under this Agreement, to the extent that the Contractor is responsible for such damages, liabilities, and costs on a comparative basis of fault between the Contractor and the Owner. The Contractor shall not be obligated to indemnify the Owner for the Owner’s own negligence or for the negligence of others

II. Before the Job (Storm) – The Contract 4.Defined term of the contract (e.g. term of months, year)

III. On the Job A.Awareness of Jobsite B.Warnings/signals on Vehicles

IV. After a Claim A.Immediate Contact B.Photos, necessary information C.Collect all logs and information relevant to the project

Questions?? Questions or comments? Future topics –

Contact Information Hortica Ph: Fx: Robert Fitch, Rawle & Henderson LLP Ph: Fx: