TW&M LLC Agreement
Indemnity. To the fullest extent permitted by law, the Subcontractor/Employee shall defend, indemnify and hold harmless TW&M LLC and its agents, consultants, assigns, employees, insurers, sureties, affiliates, shareholders and members, and third parties to the extent TW&M LLC is obligated to defend, indemnify and/or hold harmless such third parties by the Prime Contract, from and against claims, damages, losses, expenses including, but not limited to, attorney's fees, property damage, bodily injury, and loss of use, to the extent caused by any negligent acts or omissions of the Subcontractor/Employee, its sub-subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts or omissions any of them may be liable or responsible. This obligation is not intended to require indemnification of an indemnified party for a claim to the extent that is finally determined to be caused by the negligence of that indemnified party. However, this obligation is intended to require the Subcontractor/Employee to defend, indemnify and hold harmless an indemnified party even if that indemnified party is alleged to have contributed to the claim, loss, damage or expense through its own negligence. Such obligation shall not be construed to negate, abridge or otherwise reduce other rights or obligations of indemnity which would otherwise exist for a party or person described in this Paragraph. In claims against any person or entity indemnified under this Paragraph by an employee of the Subcontractor/Employee or anyone directly or indirectly employed by Subcontractor/Employee or anyone for whose acts or omissions Subcontractor/Employee may be responsible, the indemnification obligation under this Paragraph shall not be limited by a limitation on amount or type of damages, compensation or benefits payable under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts.
Project Conduct. Subcontractor/Employee will comply with TW&M LLC’s safety requirements including use of proper safety equipment (hard hats, safety glasses, proper clothing, etc.). Subcontractor/Employee shall take all necessary precautions to protect concrete slabs and other completed work, materials and equipment including elevators, from damage or unreasonable wear and tear. Subcontractor’s/Employee’s personnel shall be replaced at the request of TW&M LLC. Subcontractor’s/Employee’s work area shall be kept clean of all debris and excess materials at all times, and cleaned at least daily. Subcontractor/Employee shall provide for proper illumination and a safe working environment for all Subcontractor’s/Employee’s Work. Subcontractor/Employee shall take all necessary safety precautions with respect to performance of the Subcontractor's/Employee’s Work and shall comply with applicable safety measures and with applicable laws, ordinances, rules, regulations, and orders of public authorities and with the requirements of the TW&M LLC for safety of persons and property. The Subcontractor/Employee agrees and acknowledges that it has assumed full responsibility and liability for safety precautions in connection with the construction means, methods, techniques, sequences, supervision and procedures pertaining to Subcontractor's/Employee’s Work.
Disputes. Subcontractor/Employee agrees to meet with TW&M LLC to resolve any disputes or claims upon request. If not able to be resolved at such meeting, the Subcontractor/Employee agrees to mediate, and arbitrate or litigate the dispute as elected by TW&M LLC. Subcontractor/Employee agrees to join in to any dispute process participated in by TW&M LLC which involves Subcontractor’s/Employee’s Work. In any event, except as otherwise agreed by TW&M LLC, Subcontractor/Employee agrees not to pursue any claim until after the Project is completed but before the anniversary date of the Project completion and all other claims are waived and released by Subcontractor/Employee. Subcontractor/Employee hereby waives and agrees that it shall not be entitled to assert any claims for acceleration, interference and delay, anticipatory profit or indirect, special or consequential damages, however caused, quantum meruit, interest on late payments, or any other similar measure of damages. Subcontractor/Employee shall bond over or remove any liens arising out of the Subcontractor’s/Employee’s Work except to the extent caused by TW&M LLC’s payment defaults. In the event of a dispute resolution between the parties, the prevailing party shall be entitled to reimbursement of attorneys’ fees and other dispute resolution costs.