1. Responsibility for Safety of Persons and Property.  The safety of all persons employed by or representing Seller and its subcontractors on Schumann’s premises, and any other person who enters upon Schumann’s premises at Seller’s request, shall be the responsibility of Seller.  Seller shall at all times maintain good order among its employees and shall not employ on or about the work premises any unfit person or anyone not skilled in the work assigned to him or her.  Seller shall confine all of its equipment and employees, and all other persons who come onto Schumann’s premises at Seller’s request, to that portion of Schumann’s premises where the work under the Order is to be performed or to roads leading to and from such work sites, and to any other area that Schumann may in writing grant Seller permission to use. Seller shall take all reasonable measures and precautions within Seller’s control at all times to prevent injuries to or the death of any of its employees or any other person who enters upon Schumann’s premises at Seller’s request.  Without limiting the foregoing responsibilities, Seller agrees to participate in and be bound by the Schumann’s Contractor Safety program [RJC1] as the same may be effective or imposed during the period in which work is being performed pursuant to the Order. 
    

2. Use of Schumann Equipment.  Seller shall not use or operate any cranes, tow motors, trucks or other equipment or vehicles owned or used by Schumann (“Schumann Equipment”) without the prior written consent of an authorized representative of Schumann.  Once initial consent is given by Schumann it shall be deemed to be continuing consent of only the equipment Schumann authorized Seller to use.  Use that is outside the scope of written authorizations is not permitted.  In the event that Seller uses or operates any Schumann Equipment, including cases where Schumann has consented thereto, Seller hereby agrees that such use and operation shall be at Seller’s own risk and Seller shall be solely liable for, and Seller hereby releases, discharges, and agrees to defend and indemnify Schumann and its officers, directors, agents, consultants, attorneys, and employees, and all of their respective legal representatives, heirs, successors, and assigns, from and against any damage to property or bodily injuries or death arising therefrom,  except to the extent any of such damages are initiated or proximately caused by or result from the negligence of the Schumann or other party to be indemnified hereunder.  Schumann makes no, and hereby disclaims all, representations and warranties whatsoever regarding the condition, operability, safety, or suitability for any purpose of any Schumann Equipment used by Seller hereunder.
    

3. Environmental Controls.  Seller shall be responsible for the handling, transportation, removal from Schumann premises, and disposal of all waste materials and toxic substances brought onto Schumann’s premises by Seller or otherwise used in the performance of work performed pursuant to the Order, in a safe and workmanlike manner, and in full compliance with all applicable environmental laws, ordinances, orders, consent decrees, rules, and regulations.  Seller will obtain, and require its subcontractors (if any) to obtain, all permits, licenses, certificates, or approvals required to comply with all applicable environmental laws, ordinances, orders, rules, and regulations in connection with the handling, transportation and/or disposal of such waste materials.  Seller shall not store, or permit to be stored, on Schumann's premises any materials not used in the performance of work performed pursuant to the Order.   If the work contemplated by the Order requires Seller to store any materials at Schumann’s premises, such materials shall be stored by Seller in full compliance with Schumann' established safety requirements and all applicable laws, ordinances, orders, rules, and regulations. Seller shall report immediately to Schumann, and be fully responsible for, all potential or actual incidents of air or water pollution or other releases of wastes that occur as a result of the performance of work performed pursuant to the Order or the acts of Seller or its subcontractors at Schumann’s site.  Without limiting the foregoing, Seller shall be solely responsible for the proper handling and storage of all materials used or brought on Schumann' premises by Seller or its subcontractors in the performance of work performed pursuant to the Order, and shall take all actions necessary to prevent the work or the presence of any such materials from causing Schumann to be in violation of any applicable environmental laws, ordinances, orders, consent decrees, rules, and regulations.
    

4. Liens.  Seller hereby irrevocably waives any rights it may now have or which it may acquire during the operation of the Agreement to file mechanics’, materialmen’s or other similar liens against Schumann or Schumann’s property.  Seller shall also pay, satisfy, and discharge all mechanics’, materialmen’s and similar liens and related costs (including costs of investigation, attorney’s fees and all other costs of litigation or threatened litigation) which may be asserted against Schumann or its property by Seller’s subcontractors, materialmen or laborers in connection with work for which Schumann has already made payment to Seller hereunder.  Upon request of Schumann, Seller shall obtain written lien waivers, in form acceptable to Schumann, from all of its subcontractors, suppliers and materialmen prior to receiving payments from Schumann.
    

5. Insurance.  Seller shall procure and maintain, at its own expense, insurance coverage meeting or exceeding the requirements set forth in the Schumann insurance and risk management program[RJC2] , as in effect from time to time.

 

Seller’s general and automotive liability insurance policies shall be endorsed to include Schumann as an Additional Insured on a primary and non-contributory basis.Any insurance or self-insurance maintained by Schumann shall be in excess of Seller's insurance and shall not contribute with it.The coverage shall contain no special limitations on the scope of protection afforded to any Additional Insured.Waiver of subrogation shall be provided to the benefit of the Additional Insured.

 

Schumann’s insurance requirements are intended to be a separate and distinct obligation on the part of Seller.Therefore, these provisions shall be enforceable and Seller shall be bound thereby regardless of whether or not any indemnity provisions governing the Order are determined to be unenforceable.The obligation of Seller to provide the insurance herein above specified shall not limit in any way the liability or obligations otherwise assumed by Seller in connection with the Order.

 

Acceptance by Schumann of insurance certificates of policies submitted by Seller does not relieve or decrease in any manner the liability of Seller arising or resulting from performance under the Order.In addition to its other remedies, Schumann may, at its sole option and without liability to Seller for extra compensation or time to perform, suspend the work and/or exclude Seller from Schumann's premises until Seller furnishes satisfactory evidence of its full compliance with the provisions of this Section.