On-Call Professional Services Price Agreements

We would like to submit the following revisions to the contract for the County's review and consideration: - Section 3.2: Requested to strike “customarily” in order to provide for defined payment terms. -Exhibit B, Section 2.5: Request to qualify “attorney fees” as “reasonable” in order to align risk and avoid excessive fee claims. -Exhibit B, Section 2.6: Request to qualify “claims” as “third party” and to add the following: “Notwithstanding the foregoing, with respect to any professional liability claim or lawsuit, this indemnity does not include providing the primary defense of Indemnitees, provided, however, Consultant shall be responsible for Indemnitees’ defense costs to the extent such costs are incurred as a result of Consultant’s negligence, recklessness or willful misconduct.” Professional liability policies pay defense costs out of the actual limits, not in addition to the limit. Rather than eroding the limit unnecessarily we want to preserve it for actual claims. Hence our reason for asking that we only be required to pay for reimbursement of actual cases where we are found to be liable. -Exhibit B, Section 3.9.1: Request to strike “an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform, and display the pre-existing elements of the Consultant Intellectual Property employed in any deliverable” and replace with “a license to the County for use in connection with the Services and the Work Product.” -Exhibit B, Section 5.2.3: We acknowledge only County may terminate the Agreement for convenience, but respectfully request mutual termination rights for breach by adding the following: “Consultant may stop work and/or terminate this Agreement upon 10 days’ written notice to County in the event County is in breach of any provision of this Agreement, and County fails to cure such breach during such 10-day period.” -Exhibit B, Section 6.3: Request for the prevailing party to be entitled to reimbursement for attorney fees, in line with industry standards.