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<br />Non-Professional Services Agreement between 07/01/2025
<br />City of San Leandro and Pencco, Inc—Exhibit D Page 12 of 16
<br />Compensation policy shall be endorsed with a waiver of subrogation in favor of each participating BACC
<br />agency for all work performed by the bidder, its employees, agents and subcontractors.
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<br />The successful bidder must maintain the required insurance at all times while the contract is in effect, and
<br />must replace any certificate, policy or endorsement which will expire prior to that date. All policies of
<br />insurance must be endorsed to provide the required insurance and must not be suspended, voided, reduced,
<br />canceled, or allowed to expire except on thirty (30) days prior written notice to each participating BACC
<br />agency. The Certificate of Insurance must have a cancellation statement worded as follows: “Should any of
<br />the above described policies be cancelled before the expiration date thereof, the issuing company must mail
<br />thirty calendar (30) written notice to the Certificate holder named to the left.”
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<br />4. TERMS AND CONDITIONS
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<br />4.1 Indemnification
<br />To the fullest extent allowed by law, the successful bidder and its employees, subcontractors, and agents
<br />shall defend, indemnify, and save and hold harmless each participating BACC agency, its officers, agents,
<br />employees and volunteers from any claims, suits or actions of every name, kind and description brought
<br />forth, or on account of, injuries to or death of any person (including but not limited to workers and the
<br />public), or damage to property, resulting from or arising out of the successful bidder's or its personnel,
<br />employees, agents, or subcontractors’ willful misconduct or negligent act or omission while engaged in
<br />the performance of services described in this bid document, except those matters arising from the
<br />participating BACC agency's sole negligence or willful misconduct. The parties intend that this provision
<br />shall be broadly construed.
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<br />This indemnification includes, without limitation, the payment of all penalties, fines, forfeitures,
<br />judgments, awards, decrees, attorney’s fees, and related costs or expenses, and the reimbursement of
<br />any BACC agency, its officials, officers, employees, agents, and volunteers for all legal expenses and costs
<br />incurred by each of them.
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<br />The successful bidder’s responsibility for such defense and indemnity obligations shall survive the
<br />termination or completion of the contract for the full period of time allowed by law. The defense and
<br />indemnity obligations of the contract are undertaken in addition to, and shall not in any way be limited
<br />by, the insurance obligations contained in the contract.
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<br />If the successful bidder should subcontract all or any portion of the work to be performed under the
<br />contract, the successful bidder shall require each subcontractor to indemnify, hold harmless and defend
<br />each participating BACC agency and each of its officials, officers, employees, agents and volunteers in
<br />accordance with the terms of the preceding paragraphs.
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<br />4.2 Bid Protests
<br />Any bid protest must be submitted electronically via email to the BACC Coordinator before 3:30 p.m. on
<br />the fifth (5th) business day following bid opening (jdyment@bacwa.org).
<br />Docusign Envelope ID: B72AF0D0-C77A-4A6B-8727-4C891D248F6D
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