Vendor shall not commence any work under this agreement until it has obtained and caused its subcontractors to
procure and keep in force all insurance required hereunder. Vendor shall require all subcontractors to carry insurance
as outlined below, in case the subcontractor(s) are not protected by the policies carried by them. Vendor shall furnish
the MHA's Risk Manager a Certificate of Insurance and/or policies, upon request, attested by a duly authorized
representative of the insurance carrier evidencing that the insurance required hereunder is in effect. All insurance
companies must be acceptable to the MHA of Memphis and licensed in the state of Tennessee.
If any of the insurance requirements are non-renewed at the expiration dates of any policy, payment to Vendor may be
withheld until those requirements have been met, or at the option of the MHA, the MHA may direct that the renewal
premiums be paid with funds encumbered under this Agreement (if available), and withhold such payments from any
monies due Vendor. Vendor shall indemnify, defend, save and hold harmless the MHA, its officers, employees, and agents, from and
against any and all claims, demands, suits, actions, penalties, damages, settlements, costs, expenses, or other liabilities
of any kind and character arising out of or in connection with any negligence in regard to this Agreement by Company,
its employees, subcontractors, or agents, or any negligent act or omission of Company, its employees, subcontractors,
or agents, which occurs pursuant to the performance of this Agreement, and this indemnification shall survive the
expiration or earlier termination of this Agreement. The provisions of this paragraph shall not apply to any loss or
damage caused solely by the acts, errors, or omissions of the MHA, its officers, employees and agents.
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