b'Insurance NotesBreaking this down: age, if anything is implied as intentional a.any and all claims of any natureThis is sig- or misfeasance and/or nonfeasance, nificantly broadened wording that goes wellthere is a good likelihood that an insurer beyond the scope of commercially availablewith a duty to defend will not do so for liability insurance.verylongifitisdeterminedthatthe b. finesInsurancegenerallydoesnotpaycoverage is excluded.fines and penalties, except in some specialtye. This indemnity shall be in addition to and/or policies. You may face self-insurance by ac- in lieu of any insurance to be provided by the cepting this and subsequently receive a fine/ Contractor in accordance with this Contract, penalty. and shall survive this Contract.This is simi-c.damages of every nature and kind whatsoev- lar to the notwithstanding clause referenced er, including but not limited to bodily injury,inmyopeningremarks.Inmyopinion,it sickness, disease or death, or damage to or de- broadly expands the assumed risk in this ten-structionoftangibleproperty,includinglossder, such that the bidding contractor might of revenue or incurred expense resulting fromseriously wish to assess the project risks and disruption of service It does not seem toconsider a cost loading depending respectfully matter what you do, you indemnify the Cityon the competition involved and the need for for everything by adding not limited to bodilywork. injury,sickness,disease,etc.Interestingly,f.The Contractor covenants and agrees that they starting from bodily injury to disruption ofwill take any and all action and will do and service, every term of reference to which theprovide the services herein required to be pro-indemnification is not limited represents thevided in compliance with all laws, regulations basic scope of coverage that general liabilityor orders, including the order of any board or insurance supplies. This immediately tells ancourt of competent jurisdiction, rule, regulation insuranceprofessionalthattherisktransferor requirement of the Canadian Government in this indemnification agreement goes wellor the Government of the Province of Ontar-beyond the scope of commercially availableio or any competent local government, board, insurance. Unfortunately, you and sometimescommission,departmentorofficer(Compli-your advisers are unaware of this as you areance Requirements), and hereby indemnifies not insurance professionals. Without consult- and holds harmless the City from any and all ing your insurance professional, you may beclaims, payments, injury or loss and for any unaware of the significant additional risk youand all legal costs (including fees and disburse-may be assuming by bidding for this tenderments) or administrative costs incurred by the unchanged.City relating to any failure of the Contractor, d.arising out of or allegedly attributable to thetheir employees, agents or contractors to comply negligence, acts, errors, omissions, misfeasance,withanyComplianceRequirements.This nonfeasance,fraudorwillfulmisconductofhas little to do with general liability insurance, the Contractor, its directors, officers, employ- which requires an accident resulting in bodily ees,agents,contractorsandsubcontractors,injury or property damage (as defined in the or any of them, in connection with or in anypolicy wording) in order to respond. But if al-way related to the delivery or performance oflegations arose, you might have some defence this Contract.The first sentence of this in- underamanagementliabilityorDirectors demnification agreement is 130 words long,&Officersliabilitypolicy(D&Opolicies). wrapping 2 (a, b & c) above into this finishingFor example, there is also an extension under statement (d). At first glance to an insuranceD&OpoliciescalledEmploymentPractices professional it seems fine, as negligence isLiability where there might be a defence avail-mentioned,andliabilityinsuranceisnegli- able if you receive a summons to attend a Hu-gence-based, after all. But we already know:man Rights tribunal.i.2 (a, b & c) above broaden your indem-nity obligations well beyond the scopeg.TheContractorherebyacknowledgesand of insurance coverage.agreesthatitshallbesolelyresponsibleand ii. Eventhough(d)referstonegligence,liable to the City for any breach of the confi- whichmakesmostinsurancebrokersdentiality obligations herein by any person to feel relatively safe as liability insurancewhom access to the Confidential Information is based on negligence and tort law, mis- was provided.This is beyond the scope of feasanceisthewillfulinappropriategeneral liability insurance but there may be actionorintentionalincorrectactionsome defence available under cyber and pri-oradvice(Wikipedia,n.d.).Liabilityvacy liability insurance coverage. insurance typically excludes willful andToconcludeontheimportanceofreviewing intentionalacts,somisfeasance,al- indemnificationagreements,anyindemnification beit unlikely knowing the good peopleagreement wording that delves beyond negligence re-roofers are, could leave your companysulting in bodily injury and property damage liability potentially denied coverage aside frombecomes a source of potential risk to your company, any initial duty to defend obligationsfor which you would be advised to measure those the insurer may have in law. Similarly,risks and possibly charge additionally for them. nonfeasance is the willful absence ofAlso note that this cited indemnification agree-action to help prevent harm or damagement has absolutely no limitation of liability. If occurring,againanintentionalinac- there is no limitation or maximum cost, you are tion (Investopedia, n.d.).Fraud andsignificantly exposed to a major financial loss, un-Willfulmisconductarealsoclearlyless you have the ability to limit it contractually. By intentional. Based on these words andcontrast, a CCDC contract effectively limits your depending on how they are interpretedliability. by insurers at the time of loss or dam- Are you prepared to take this risk? 20ONTARIO ROOFING NEWSISSUE 2 2021 THE ONLY SOURCE FOR PROFESSIONAL ICI ROOFING CONTRACTORS IN ONTARIO ORN'