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Appendix B. Requested Exceptions | 36 <br />Appen dix B. Reques t ed Excep t ion <br />Listed below are requested, negotiable exceptions to the County’s provided terms and conditions. We <br />believe in being fully transparent about any potential conflicts at the time of proposal. To this end, we have <br />our Compliance Team perform a thorough review. As consultants focused on government clients, we are <br />aware of the limitations on exceptions and additional constraints. If selected for this project, we fully <br />expect to work with the County to reach an agreement on these terms that is fair and beneficial to both <br />parties. <br />Pg. 26, No. 8a: We respectfully request an exception to the County's indemnification language because it <br />is not covered by our insurance. Our preferred language is, <br />“The Contractor agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client <br />against damages, liabilities, and costs arising from the negligent acts of the Contractor in the performance <br />of professional services under this Agreement, to the extent that the Contractor is responsible for such <br />damages, liabilities and costs on a comparative basis of fault and responsibility between the Contractor <br />and the Client. The Contractor shall not be obligated to indemnify the Client for the Client’s own <br />negligence.” <br />Our firm carries a $10 million professional liability policy which protects us and our clients from claims of <br />negligence in professional services; however, the policy itself contains language within it that states that it <br />will not apply to a project when we take on additional liabilities such as an agreement to indemnify for <br />something other than negligence, or costs, or attorneys’ fees under a contract. <br />Addition of Force Majeure Language: Given the current environment, we recommend the following <br />language be added to the contract which we feel is fair to both parties and protects both parties from any <br />delays. <br />“We will endeavor and use commercially reasonable efforts to complete all work contemplated under this <br />Agreement. However, neither party shall be liable to the other for any failure or delay or performance of <br />any obligation under this Agreement to the extent such failure or delay shall have been wholly or <br />principally caused by acts or events beyond its reasonable control rendering performance illegal or <br />impossible. As used in this section, “force majeure” means any cause beyond the reasonable control of a <br />party including, but not limited to, an act of God, nature, act of aggression, fire, strike, flood, riot, war, <br />delay of transportation, terrorism, pandemics, or other widespread outbreaks of infectious diseases or <br />inability due to the aforementioned causes to obtain necessary labor, material or facilities.” <br />DocuSign Envelope ID: ED255D72-EB5F-464C-83B6-643F4B19812A