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Contractual Exceptions
<br />Michael Baker has reviewed the sample agreement contained in the RFP as Attachment 2 and as permitted by the RFP instructions, wish to request consideration of the
<br />following comments: (New language, delete language note to reviewer)
<br />7. INSURANCE:
<br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents,
<br />volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including
<br />death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement,
<br />The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and
<br />personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such
<br />insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s), (b) be primary and not contributory with respect to insurance
<br />or self-insurance programs maintained by the City, and (c) contain standard separation of insureds provisions.
<br />e. iii. Certificates and policies shall state that the policies shall not be canceled A• F„d„;„d IA AGI.LPFAge „• G"a„„„d I„ aRY „theF FRat„•Ia' asp„„' without thirty (30) days
<br />prior written notice to the city.
<br />8. IMDEMNIFICATION
<br />Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from
<br />liability: M for personal injury, damages. just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for
<br />property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which
<br />relates to the services described in section 1 of this Agreement;
<br />4„....6 „f „ „ff„„f.. aFiGiFig f.„... this A„FeeR „„f The Consultant further agrees to indemnify, hold harmless, and pay all costs for the
<br />defense of the City, including reasonable fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this
<br />Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the
<br />negligence, recklessness, or willful misconduct of Consultant under terms of, „. „ff„„ts aFisi„„ UGM this Agreement. City may make all reasonable decisions with
<br />respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above
<br />indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
<br />misconduct of the Consultant.
<br />We will be responsible for any errors we make, but do not wish to take on financial responsibility for parties outside our control (such as our client).
<br />Additionally, we need to ensure that any duty to indemnify can be insured under professional liability insurance, which covers the negligence of the policy-
<br />holder only, and will not hire defense counsel for any party but the policy -holder. Changes that would help in making the clause insurable are (1) removal of
<br />the duty to defend; (2) removal of subparagraph (2), and (3) modification of the phrase "terms of, or effects arising from" to "negligence, recklessness or willful
<br />misconduct of Consultant under". Additionally, we would request that "fees and costs of special counsel" be "reasonable fees and costs of special counsel".
<br />Proposal I Appendix Water Resources RFP No. 19-118
<br />INTERNATIONAL
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