Insurance Requirements
- Insurance Coverages. Collision Center shall obtain and/or maintain throughout the term of this Agreement (and beyond to the extent required pursuant to Section 2 below), and cause its personnel to obtain and/or maintain during such time period that such personnel is providing services under this Agreement, the following insurance coverages:
- Commercial general liability insurance covering all operations by or on behalf of Collision Center directly or indirectly arising out of or connected with this Agreement, including coverage for premises and operations, products (either manufactured or supplied), completed operations, blanket written contractual liability, advertising injury, personal injury, including mental injury and death, broad form property damage, cross liability (separation of insureds or severability of interests), and employees of others hired or on loan by Collision Center or on loan to Service Provider as insureds, with limits of not less than One Million Dollars (USD$1,000,000) per occurrence and Two Million Dollars (USD$2,000,000) in the aggregate, such coverage must not contain an absolute pollution exclusion;
- Garage Liability and Garagekeepers Legal liability insurance with minimum coverage of at least of One Million Dollars ($1,000,000) combined single limit per occurrence.
- Workers’ compensation or similar insurance or other fund agreement providing statutory coverage for all Collision Center Personnel providing services hereunder that shall comply in all respects to the statutes of the jurisdiction, state, locality, territory, or province where services shall be provided or performed or having jurisdiction over Collision Center Personnel;
- Employer’s liability insurance in the amount of at least One Million Dollars (USD$1,000,000) for all claims in one policy period;
- Automobile liability insurance on all owned, non-owned and/or hired vehicles with the minimum coverage of at least One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury and/or property damage, and physical damage insurance for the actual cash value of each such vehicle. Unless otherwise specifically agreed in writing by TMS, such coverage shall not only apply to vehicles owned and/or leased by Collision Center (and/or its personnel providing any services), but also any TMS-owned vehicles, if any, provided by TMS to Collision Center (or any of the Collision Center personnel) hereunder. Collision Center shall assume, irrespective of liability, no more than a One Thousand Dollar ($1000.00) deductible for each comprehensive or collision loss;
- Umbrella liability insurance with a minimum coverage of at least Ten Million Dollars ($10,000,000); and
- Cyber Liability with a minimum coverage of at least Five Million Dollars ($5,000,000); covering all acts, errors, omissions, negligence, infringement of intellectual property; Network security and privacy risks, including but not limited to unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other negligence in the handling of confidential information, third-party cyber liability, privacy perils, and including coverage for related regulatory defense and penalties; any act, error, or omission (i) in the rendering or the failure to render technology-based services, or (ii) that results in the failure of software licensed to TOYOTA by Collision Center to perform the function or serve the purpose intended. Such insurance shall be maintained in force at all times during the term of the agreement and for a period of three (3) years thereafter for services completed during the term of this agreement.
- General Insurance Provisions. Collision Center shall include TOYOTA, and its parents, subsidiaries and affiliated companies as designated by TOYOTA, as additional insureds on the commercial general liability and automobile liability insurance required hereunder on a primary and non-contributory basis. The coverage limits set forth in this Attachment A are minimum acceptable limits only; in the event that any Collision Center insurance policy required hereunder contains limits greater than those set forth in this Attachment A, TOYOTA’s, and its designees’, additional insured status shall extend to the full policy limits. Collision Center shall be solely responsible for all (a) deductible or retention payments associated with all insurance policies required hereunder; and (b) defense costs and expenses allocated to claims against the insurance policies required hereunder, in the event such costs and expenses are not covered by any insurance policy. The commercial general liability, automobile liability, and workers compensation insurance policies required hereunder shall include a waiver of, and Collision Center agrees to waive, any and all rights of subrogation or recovery against TOYOTA and the other Indemnitees. Upon request, Collision Center shall provide TOYOTA with proof of the acquisition and maintenance of all of the insurance coverages required hereunder in the form of one or more Certificates of Insurance within five (5) business days of request thereof, which Certificate of Insurance must include confirmation of TOYOTA’s, and its designees’, additional insured status, the primary and non-contributory basis of the policy, and a waiver of subrogation. Collision Center’s failure to provide Certificates of Insurance in compliance with this Section 2 or TOYOTA’s receipt or acknowledgement of receipt of such Certificate of Insurance or failure to object to the coverage evidenced by such Certificate of Insurance shall not limit or relieve Collision Center or constitute a waiver of Collision Center’s obligation to obtain insurance coverage as set forth in this Attachment A. Collision Center shall provide, or require its insurers to provide, TOYOTA with at least thirty (30) days’ written notice prior to any change (excluding changes that have no impact on the obligations listed above), cancellation or reduction of such coverages. If Collision Center’s personnel will be working at a location of TOYOTA or any of its Affiliates, an alternate employer endorsement is required on the Workers Compensation insurance program. All insurance shall be occurrence-based; provided, however, if Collision Center is unable to obtain occurrence-based coverage, then the insurance shall be on a claims-made basis, and the insurance policy shall extend for at least six (6) years after the termination of this Agreement or such longer period as required by law. All of Collision Center’s insurance shall be primary and without right of contribution to any insurance that TOYOTA (or any of the other Indemnitee) may carry. TOYOTA reserves the right to review, and must be satisfied with, the types and level of coverage to be obtained and maintained hereunder; to the extent TOYOTA requires additional or different types or levels of coverage than as set forth herein, Collision Center shall obtain and maintain same within thirty (30) days of such TOYOTA request (or other time period as agreed upon by the Parties), or TOYOTA shall have the right to terminate this Agreement, in whole or in part, for cause. All insurance coverages required hereunder shall be procured from insurers with an A.M. Best’s performance rating of at least A- and with a financial size category of at least Class VII. To the extent applicable law requires greater or additional coverages, Collision Center shall so comply with such requirements. TOYOTA’s approval of any of Collision Center’s insurance policies or certificates does not relieve or limit any of Collision Center’s obligations under this Agreement, including obligations or liabilities under Section 11(c) or the other indemnity or defense obligations hereunder, or for claims outside the scope of the coverage, excluded by, or which exceed the required insurance limits of such policy(ies). The insurance required under this Attachment A shall be in addition to, separate from, and not limited by any obligations under Section 11(c) or the other indemnity or defense obligations under this Agreement. Collision Center shall promptly notify TOYOTA of any and all facts, circumstances, incidences, or notices which may give rise to a claim in connection with the services or products provided.