Sacramento_County_Sample_Agreement.pdf

Commodity/Description: Material Group 3210 Full Operating Lease for One (1) Name of Equipment. Requisition:

RCxxxxxxx

County Contact:

Attn: Tim Devaul

10863 Gold Center Dr.

Rancho Cordova, CA 95670

PH: 916-876-9446

Email: devault@saccounty.net

Vendor Contact:

Attn:

Address:

PH:

Email:

Issuing Contract Services Officer:

Richard Shaw

PH: 916-876-6373

shawr@saccounty.net

One (1) 2021 Name of Equipment with full warranty based at the Sacramento County, Department of Waste Management &

Recycling's, Kiefer Landfill. Equipment shall be on a four year, X hour Operating Lease. (the "Equipment") between Company Name as lessor ("Lessor") and the County of Sacramento as lessee.

("Lessee"). This lease is in accordance with the pricing, terms and conditions of Request for Proposal (RFP) #, which is hereby incorporated by reference and made a part of this contract. The terms and conditions of RFP # include, but are not limited to the following:

A - Sacramento County General Terms & Conditions

B - Additional Terms & Conditions

C - DCSS Contractor Certification of Compliance

D - Operating Lease Specifications

E - Solicitation Exceptions (none)

F - Non Collusion Affidavit

G - Sacramento County Minimum Insurance Requirements

H - Customer References

I - Pricing

J - Local Vendor Preference Affidavit

K - Sample Agreement

L - Technical Specifications

The contractor's response to RFP # is hereby incorporated by reference and made a part of this contract. This includes the following:

Exhibit 1 - Customer Responsibilities

ShawR Typewritten Text Proposers must list any exceptions to the Sample Agreement and insurance requirements under Appendix E.

ShawR Typewritten Text

ShawR Typewritten Text

Exhibit 2 - Daily Checklist Exhibit 3 - Dealer Information Sheet Exhibit 4 - Maintenance Parts List Exhibit 5 - Planned Maintenance Checklist Exhibit 6 - Extended Warranty Coverage Statement Exhibit 7 - Fuel Consumption Chart

1. SCOPE OF SERVICES

One 2021 Name of Equipment based at the Sacramento County Department of Waste Management & Recycling, Kiefer Landfill, on this 48-month,X hour Operating Lease, the ("Equipment") leased between Name of Company as lessor ("Lessor") and the

County of Sacramento as lessee ("Lessee"). Proposer's Appendix

I, Price Submittal is included as Attachment 1.

2. TERM AND TERMINATION

The term of this Agreement shall begin on the date listed above(the "Effective Date") and terminate 48 months after the

Effective Date (the "Term"). In the event of a material default by either party, the other party shall provide thirty (30) days written notice detailing the default. If, at the end of said thirty days the default has not been fully cured, the non-defaulting party may terminate this Agreement by giving written notice to the other party. Such termination shall become effective upon delivery of such termination notice to the other party ("Termination"). In the event of Termination, all amounts outstanding shall be immediately due and payable, and all

Equipment shall be surrendered to Lessor. The rights and remedies of the parties shall survive Termination.

3. CONTRACT PRICING

All pricing shown is for One (1) Cover Tractor Dozer 48-month, X hour operating leases as specified on Proposers pricing including base price and optional equipment attached herein as

Attachment 1.

3.1 Monthly Operating Lease Rate for one unit:

3.2 Monthly Sales Tax:

3.3 Total Monthly Price including tax:

3.4 48-month lease term cost: $X

3.5 Excess hours during term: Lessee shall pay Lessor $X per

hour for each hour in excess of X hours of use of the equipment during the term for each unit.

3.6 Contractor hourly rate for repair work: $X including travel

& mileage per each unit.

4. CONTRACT USE

This contract is restricted to the Department of Waste

Management & Recycling.

4.1. COMPLIANCE WITH LAWS

CONTRACTOR shall observe and comply with all applicable Federal, State, and COUNTY laws, regulations and ordinances.

4.2. RECALL NOTICE

CONTRACTOR must immediately notify each ordering

Department/Division upon receipt of official recall notice for any installed or repaired items.

5. INVOICES AND PAYMENTS

The CONTRACTOR shall invoice the COUNTY only for providing the tasks, deliverables, goods, services, and other work. The

CONTRACTOR shall prepare invoices, which shall include the charges owed to the CONTRACTOR by the COUNTY under the terms of this Contract.

5.1. ACCEPTABLE INVOICES

Invoices that arrive to the COUNTY must be acceptable in order to be paid. Invoices with any incorrect pricing and/or terms, that are too light to read, illegible, missing numbers, or with cut off information will be returned to the CONTRACTOR for resubmission. Time clock for payment will begin upon COUNTY's receipt of an acceptable invoice. MAIL INVOICE OR SEND VIA EMAIL

TO:

Sacramento County, Department of Waste Management & Recycling Attn: Tim Devaul 10863 Gold Center Dr.

Rancho Cordova, CA 95670 Ph: 916-876-9446 Email: devault@saccounty.net

5.2. INVOICES

The CONTRACTOR's invoices shall be priced in accordance with

Section 3 - Pricing and the Payment Terms listed within this section.

5.3. TIME OF PAYMENT

CONTRACTOR shall invoice the COUNTY in a timely manner, in accordance with the payment terms for the goods as defined herein. The COUNTY shall pay CONTRACTOR for all accepted Goods and services by net 30 days in accordance with section 5.1.

5.4. LATE FEES

Interest or late charges shall not exceed provisions set forth in Government Code Section 926.10.

6. DAMAGE TO COUNTY FACILITIES, BUILDINGS OR GROUNDS

CONTRACTOR must repair, or pay for the repair of, any damage it causes to COUNTY real or personal property.

6.1. REPAIRS

The CONTRACTOR shall repair, or cause to be repaired, at its own cost, any and all damage to COUNTY facilities, buildings, or grounds caused by the CONTRACTOR or employees or agents of the

CONTRACTOR. Such repairs shall be made immediately after the

CONTRACTOR has become aware of such damage, but in no event later than thirty (30) days after the occurrence.

6.2 TIMELINESS

If the CONTRACTOR fails to make timely repairs, COUNTY may make any necessary repairs. All costs incurred by COUNTY, as reasonably determined by COUNTY, for such repairs shall be repaid by the CONTRACTOR by cash payment upon demand.

7. GENERAL TERMS AND CONDITIONS

The COUNTY of Sacramento General Terms and Conditions are attached hereto. CONTRACTOR agrees to be bound by our General

Terms and Conditions which is located at the end of this

Agreement document.

7.1. Exceptions to T&Cs.

8. WARRANTIES

CONTRACTOR warrants that the services, including any component or replacement parts, furnished, manufactured or provided by

CONTRACTOR will be free from defects in material and workmanship for a period of ninety (90) days or manufacturer's warranty

(whichever is greater) from date of performance. Any additional warranties provided by law, including, but not limited to, the warranty of merchantability and warranty of fitness for a particular purpose shall remain in full force and effect and inure to the benefit of COUNTY. COUNTY reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods. Any proposal to disclaim these warranties, or amend the existing Contract Terms or Minimum Insurance requirements must be approved by COUNTY of Sacramento Risk

Management, and COUNTY Counsel.

9. REMEDIES

In the event of a material breach of this Contract by

CONTRACTOR, COUNTY may avail itself of any other right and remedies available at law or in equity. Nothing herein shall limit COUNTY's rights to seek any available remedy including, but not limited to, damages and/or equitable relief, in a court of competent jurisdiction.

9.1 The COUNTY having rights under any provision of this

Agreement shall be entitled to enforce such rights specifically

(without posting a bond or other security), to recover damages caused by reason of any breach of any provision of this

Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this

Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

9.2 Each of the parties to this Agreement (and the Selling

Members as third-party beneficiaries) will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney's fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

10. GOVERNING LAW

The parties acknowledge that this Contract has been negotiated and entered into in the State of California, COUNTY of

Sacramento. The parties agree that this Contract shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California. Venue for any action or proceeding relating to or arising out of this

Contract shall be in the COUNTY of Sacramento.

11. SAFETY REQUIREMENTS

All services and merchandise must comply with current California

State Division of Industrial Safety Orders, O.S.H.A., and

C.D.F.A.

12. INSURANCE

Prior to commencement of any work under this Contract, CONTRACTOR shall provide and maintain in effect during the term of this Contract evidence of insurance coverage which is attached hereto and incorporated herein by reference. These insurance requirements can be found in the attached document titled "Appendix G - Minimum Insurance Requirements".

12.1. EVIDENCE OF INSURANCE COMPLIANCE

CONTRACTOR or its insurance broker shall deliver the required proof of insurance compliance, consisting of Insurance Services

Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage to COUNTY. COUNTY may designate an insurance certificate processor ("Processor") to accept and process CONTRACTOR's proof of insurance. CONTRACTOR shall deliver copies of the actual insurance policies, renewals, or replacements directly to COUNTY or Processor upon their request.

13. INDEMNIFICATION.

13.1. Indemnification of Lessor. Lessee shall indemnify, defend, and hold harmless Lessor and its officers, directors, shareholders, employees, agents, and representatives against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses, including without limitation claims based in tort or for personal injury (including interest, penalties, attorney fees, accounting fees, and expert witness fees) ("Losses") incurred by Lessor, known or unknown, contingent or otherwise, directly or indirectly arising from or related to (i) any material misrepresentations, or breach of any warranties or agreements, made by Lessee in this Operating

Lease, or (ii) Lessee's use or possession of the Equipment.

13.2 Indemnification of Lessee. Lessor shall indemnify, defend, and hold harmless Lessee, and its officers, directors, shareholders, employees, agents, and representatives, against all Losses incurred by Lessee, known or unknown, contingent or otherwise, directly or indirectly arising from or related to any material misrepresentations, or breach of any warranties or agreements made by Lessor in this Operating Lease.

14. LICENSES, PERMITS AND CONTRACTUAL GOOD STANDING

14.1. CONTRACTOR shall possess and maintain all necessary

licenses, permits, certificates and credentials required by the laws of the United States, the State of California, COUNTY of

Sacramento and all other appropriate governmental agencies, including any certification and credentials required by COUNTY.

Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by

COUNTY.

14.2. CONTRACTOR further certifies to COUNTY that it and its

principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal, State or

COUNTY government contracts. CONTRACTOR certifies that it shall not contract with a Sub-CONTRACTOR that is so debarred or suspended.

15. STATUS OF CONTRACTOR

15.1 It is understood and agreed that CONTRACTOR (including

CONTRACTOR's employees) is an independent CONTRACTOR and that no relationship of employer-employee exists between the parties hereto. CONTRACTOR's assigned personnel shall not be entitled to any benefits payable to employees of COUNTY as an independent

CONTRACTOR, CONTRACTOR hereby indemnifies and holds COUNTY harmless from any and all claims that may be made against COUNTY based upon any contention by any third party that an employer-employee relationship exists by reason of this agreement.

15.2 It is further understood and agreed by the parties hereto that CONTRACTOR in the performance of its obligation hereunder is subject to the control or direction of COUNTY as to the designation of tasks to be performed, the results to be accomplished by the services hereunder agreed to be rendered and performed, and not the means, methods, or sequence used by

CONTRACTOR for accomplishing the results.

15.3 If, in the performance of this agreement, any third persons are employed by CONTRACTOR, such person shall be entirely and exclusively under the direction, supervision, and control of

CONTRACTOR. All terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by CONTRACTOR, and the COUNTY shall have no right or authority over such persons or the terms of such employment.

15.4 It is further understood and agreed that as an independent

CONTRACTOR and not an employee of COUNTY, neither the CONTRACTOR nor CONTRACTOR's assigned personnel shall have a) any entitlement as a COUNTY employee; or b) except as otherwise provided by this Agreement, the right to act on behalf of COUNTY in any capacity whatsoever as agent, nor to bind COUNTY to any obligation whatsoever. CONTRACTOR shall not be covered by worker's compensation; nor shall CONTRACTOR be entitled to compensated sick leave, vacation leave, retirement entitlement, participation in group health, dental, life and other insurance programs, or entitled to other fringe benefits payable by the

COUNTY to employees of the COUNTY.

16. SUBCONTRACTS, ASSIGNMENT

16.1. CONTRACTOR shall obtain prior written approval from COUNTY before subcontracting any of the services delivered under this

Agreement. CONTRACTOR remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement.

CONTRACTOR shall be held responsible by COUNTY for the performance of any sub-CONTRACTOR whether approved by COUNTY or not.

16.2. This Agreement is not assignable by CONTRACTOR in whole or in part, without the prior written consent of COUNTY.

17. NOTICE OF MATERIAL CHANGE IN BUSINESS

CONTRACTOR agrees that, if it experiences a material change in its business during the term of this Contract, including, without limitation, a reorganization, restructuring, leveraged buyout, and/or bankruptcy, CONTRACTOR will immediately notify

COUNTY.

18. PRIOR AGREEMENTS

This Agreement constitutes the entire contract between COUNTY and CONTRACTOR regarding the subject matter of this Agreement.

Any prior agreements, whether oral or written, between COUNTY and CONTRACTOR regarding the subject matter of this Agreement are hereby terminated effective immediately upon full execution of this Agreement.

19. MODIFICATION

This Contract can only be modified by a written amendment signed by the parties.

20. WAIVERS

Except as provided herein, no alteration, amendment, variation, or waiver of the terms of this Agreement shall be valid unless made in writing and signed by both parties. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder. No interpretation of any provision of this Agreement shall be binding upon COUNTY unless agreed in writing by DIRECTOR and counsel for COUNTY.

21. ASSIGNMENT

21.1 CONTRACTOR shall obtain prior written approval from COUNTY before subcontracting any of the services delivered under this

Agreement. CONTRACTOR remains legally responsible for the performance of all contract terms including work performed by third parties under subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement.

CONTRACTOR shall be held responsible by COUNTY for the performance of any sub-CONTRACTOR whether approved by COUNTY or not.

21.2 This Agreement is not assignable by CONTRACTOR in whole or in part, without the prior written consent of COUNTY.

22. SEVERABILITY

If any term or provision of this Contract shall, to any extent, be held invalid or unenforceable, the remainder of this Contract shall not be affected.

23. SUCCESSORS

This Agreement shall bind the successors of COUNTY and

CONTRACTOR in the same manner as if they were expressly named.

24. NO THIRD PARTY BENEFICIARY RIGHTS

This Contract is entered into for the sole benefit of COUNTY and

CONTRACTOR. No other parties are intended to be direct or incidental beneficiaries of this Contract and no third party shall have any right in, under or to this Contract.

25. NO JOINT VENTURE, PARTNERSHIP OR OTHER RELATIONSHIP CREATED

The relationship between COUNTY and CONTRACTOR is that solely of a CONTRACTOR and a buyer and no joint venture, partnership or other relationship is created or implied by this Contract.

26. FORCE MAJEURE

Neither CONTRACTOR nor COUNTY shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of God, strikes, lockouts, riots, acts of war, epidemics, acts of government, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except as otherwise specifically provided herein).

27. AUTHORITY TO EXECUTE

Witness Whereof, the parties hereto have established that if the

COUNTY and CONTRACTOR perform pursuant to this agreement, that the contract is executed by behavior. CONTRACTOR SHALL NOT

PERFORM AS REQUIRED BY THIS AGREEMENT IF NOT AGREEABLE TO THE

TERMS OF THIS CONTRACT.

28. SURVIVAL OF TERMS

All services performed and deliverables provided pursuant to this Agreement are subject to all of the terms, conditions, price discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Agreement or any extension thereof. Further, the terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Agreement shall so survive.

29. ATTORNEY'S FEES

Attorney's Fees. In any litigation, arbitration or other proceeding by which one party either seeks to enforce its rights under this Operating Lease (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this

Operating Lease, each party shall be responsible for its own attorney's fees and costs.

APPENDIX G

COUNTY OF SACRAMENTO

MINIMUM INSURANCE REQUIREMENTS

Without limiting CONTRACTOR'S indemnification, CONTRACTOR shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by CONTRACTOR, its agents, representatives or employees. COUNTY shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If in the opinion of COUNTY Risk

Manager, insurance provisions in these requirements do not provide adequate protection for COUNTY and for members of the public, COUNTY may require CONTRACTOR to obtain insurance sufficient in coverage, form and amount to provide adequate protection. COUNTY'S requirements shall be reasonable but shall be imposed to assure protection from and against the kind and extent of risks that exist at the time a change in insurance is required.

1. Verification of Coverage

CONTRACTOR shall furnish COUNTY with certificates evidencing coverage required below. Copies of required endorsements must be attached to the certificates provided. COUNTY Risk Manager may approve self-insurance programs in lieu of required policies of insurance if, in the opinion of the Risk Manager, the interests of COUNTY and general public are adequately protected.

All certificates, evidences of self-insurance, and additional insured endorsements are to be received and approved by COUNTY before performance commences. COUNTY reserves the right to require that CONTRACTOR provide complete, certified copies of any policy of insurance including endorsements offered in compliance with these specifications.

2. Minimum Scope of Insurance

Coverage shall be at least as broad as:

GENERAL LIABILITY: Insurance Services Office's Commercial

General Liability occurrence coverage form CG 0001. Including, but not limited to Premises/Operations, Products/Completed

Operations, Contractual, and Personal & Advertising Injury, without additional exclusions or limitations, unless approved by

COUNTY Risk Manager.

AUTOMOBILE LIABILITY: Insurance Services Office's Commercial

Automobile Liability coverage form CA 0001. Commercial

Automobile Liability: auto coverage symbol "1" (any auto) for corporate/business owned vehicles. If there are no owned or leased vehicles, symbols 8 and 9 for non-owned and hired autos shall apply. Personal Lines automobile insurance shall apply if vehicles are individually owned.

WORKERS' COMPENSATION: Statutory requirements of the State of

California and Employer's Liability Insurance.

PROFESSIONAL LIABILITY or Errors and Omissions Liability insurance appropriate to CONTRACTOR'S profession.

UMBRELLA or Excess Liability policies are acceptable where the need for higher liability limits is noted in the Minimum Limits of Insurance and shall provide liability coverages that at least follow form over the underlying insurance requirements where necessary for Commercial General Liability, Commercial

Automobile Liability, Employers' Liability, and any other liability coverage (other than Professional Liability) designated under the Minimum Scope of Insurance.

3. Minimum Limits of Insurance

CONTRACTOR shall maintain limits no less than:

General Liability shall be on an Occurrence basis (as opposed to

Claims Made basis). Minimum limits and structure shall be:

General Aggregate: $2,000,000 Products Comp/Op Aggregate: $2,000,000 Personal & Adv. Injury: $1,000,000 Each Occurrence: $2,000,000 Fire Damage: $100,000

Automobile Liability:

a. Commercial Automobile Liability for Corporate/business owned vehicles including non-owned and hired, $1,000,000

Combined Single Limit.

b. Personal Lines Automobile Liability for Individually owned vehicles, $250,000 per person, $500,000 each accident, $100,000 property damage.

Workers' Compensation: Statutory.

Employer's Liability: $1,000,000 per accident for bodily injury or disease.

4. Deductibles and Self-Insured Retention

Any deductible or self-insured retention that apply to any insurance required by this Agreement must be declared and approved by COUNTY.

5. Claims Made Professional Liability Insurance (N/A)

If professional liability coverage is written on a Claims Made form: (N/A)

a. The "Retro Date" must be shown, and must be on or before the date of the Agreement or the beginning of Agreement performance by CONTRACTOR.

b. Insurance must be maintained and evidence of insurance must be provided for at least one (1) year after completion of the

Agreement.

c. If coverage is cancelled or non-renewed, and not replaced with another claims made policy form with a "Retro Date" prior to the contract effective date, CONTRACTOR must purchase

"extended reporting" coverage for a minimum of one (1) year after completion of the Agreement.

6. Other Insurance Provisions

The insurance policies required in this Agreement are to contain, or be endorsed to contain, as applicable, the following provisions:

All Policies:

a. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A-:

VII. COUNTY Risk Manager may waive or alter this requirement, or accept self-insurance in lieu of any required policy of insurance if, in the opinion of the Risk Manager, the interests of COUNTY and the general public are adequately protected.

b. MAINTENANCE OF INSURANCE COVERAGE: CONTRACTOR shall maintain all insurance coverages and limits in place at all times and provide COUNTY with evidence of each policy's renewal ten (10) days in advance of its anniversary date.

CONTRACTOR is required by this Agreement to immediately notify

COUNTY if they receive a communication from their insurance carrier or agent that any required insurance is to be canceled, non-renewed, reduced in scope or limits or otherwise materially changed. CONTRACTOR shall provide evidence that such cancelled or non-renewed or otherwise materially changed insurance has been replaced or its cancellation notice withdrawn without any interruption in coverage, scope or limits. Failure to maintain required insurance in force shall be considered a material breach of the Agreement.

7. Commercial General Liability and/or Commercial Automobile

Liability:

a. ADDITIONAL INSURED STATUS: COUNTY, its officers, directors, officials, employees, and volunteers are to be endorsed as additional insureds as respects: liability arising out of activities performed by or on behalf of CONTRACTOR;

products and completed operations of CONTRACTOR; premises owned, occupied or used by CONTRACTOR; or automobiles owned, leased, hired or borrowed by CONTRACTOR. The coverage shall contain no endorsed limitations on the scope of protection afforded to

COUNTY, its officers, directors, officials, employees, or volunteers.

b. CIVIL CODE PROVISION: Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Subdivision (b) of

Section 2782 of the Civil Code.

c. PRIMARY INSURANCE: For any claims related to this agreement, CONTRACTOR'S insurance coverage shall be endorsed to be primary insurance as respects COUNTY, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by COUNTY, its officers, directors, officials, employees, or volunteers shall be excess of

CONTRACTOR'S insurance and shall not contribute with it.

d. SEVERABILITY OF INTEREST: CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

e. SUBCONTRACTORS: CONTRACTOR shall be responsible for the acts and omissions of all its subcontractors and additional insured endorsements as provided by CONTRACTOR'S subcontractor.

8. Professional Liability: (N/A)

PROFESSIONAL LIABILITY PROVISION (N/A): Any professional liability or errors and omissions policy required hereunder shall apply to any claims, losses, liabilities, or damages, demands and actions arising out of or resulting from professional services provided under this Agreement.

9. Workers' Compensation:

WORKERS' COMPENSATION WAIVER OF SUBROGATION: The workers' compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against COUNTY, its officers, directors, officials, employees, agents or volunteers, which might arise by reason of payment under such policy in connection with performance under this Agreement by CONTRACTOR. Should CONTRACTOR be self-insured for workers' compensation, CONTRACTOR hereby agrees to waive its right of subrogation against COUNTY, its officers, directors, officials, employees, agents or volunteers.

10. Notification of Claim

If any claim for damages is filed with CONTRACTOR or if any lawsuit is instituted against CONTRACTOR, that arise out of or are in any way connected with CONTRACTOR'S performance under this Agreement and that in any way, directly or indirectly, contingently or otherwise, affect or might reasonably affect

COUNTY, CONTRACTOR shall give prompt and timely notice thereof to COUNTY. Notice shall be prompt and timely if given within thirty (30) days following the date of receipt of a claim or ten

(10) days following the date of service of process of a lawsuit.