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HomeMy WebLinkAboutVoya's Proposed Exceptions The City of San Luis Obispo - Proposed Exceptions Voya respectfully requests consideration of the following clarifications to the H. SERVICE AGREEMENT TERMS, EXHIBIT A: FORM OF AGREEMENT and EXHIBIT B: INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES below in red track changes. H. SERVICE AGREEMENT TERMS 3. Cybersecurity / Data Protection a. Prompt notification will be provided of a confirmed any security incident involving the plan (in no event later than 72 hours) and recordkeeper will provide appropriate remediation for such any cybersecurity incident, such as credit monitoring services at its own costs b. Recordkeeper will notify the city of a confirmed any security incident or data breach affecting its operations or services regardless of the impact on the city. Timely notification should be provided no later than 30 days with regular status updates until the situation is resolved. EXHIBIT A: FORM OF AGREEMENT 16. INDEMNIFICATION AND DEFENSE. To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify, defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Contractor’s performance or Contractor’s failure to perform its obligations under this Agreement or out of the operations conducted by Contractor, including the City’s passive negligence, except for such loss or damage arising from the sole or active negligence or willful misconduct of the City or to the extent that the Contractor has properly followed the written direction of an authorized representative of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City’s option, reimburse the City Indemnitees the ir costs of defense, including reasonable legal fees, incurred in defense of such claims. The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section survives the completion of the services or the termination of this contract. The provisions of this section are not limited by and do not affect the provisions of this contract relating to insurance. Contractor’s indemnification obligations under this section extend to any claims arising out of or related to the negligence, recklessness, or willful misconduct of any sub-Contractors/ subcontractors. EXHIBIT B: INSURANCE REQUIREMENTS FOR PROFESSIONAL SERVICES Professional liability (errors & omissions) insurance. CONSULTANT shall maintain professional liability insurance that covers the Services to be performed in connection with this AGREEMENT, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this AGREEMENT and CONSULTANT agrees to maintain continuous coverage through a period no less than three (3) years one (1) year after completion of the services required by this AGREEMENT.