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CHANGES ON THIS PAGE WERE NOT ACCEPTED BY CITY AND ARE NOT PART OF THE AGREEMENT ATTACHMENT 6 — AGREEMENT STATEMENT PROPOSED EXCEPTIONS Please insert the following at the end of Section 4 to permit the Consultant to collect applicable sales taxes: • "Consultant's fees and charges do not include any sales, use, excise or similar taxes, levies or duties ("Taxes'). City is responsible for paying for all such Taxes in respect of Consultant's Services or in respect of amounts payable by City hereunder. If Consultant has the legal obligation to pay or collect Taxes for which City is responsible under this section, the appropriate amount shall be promptly paid by City to Consultant unless City provides Consultant with either a valid and current tax exemption certificate or direct pay certificate, authorized by the appropriate taxing authority." Our company routinely adds clients as additional insureds on our insurance policies, so long as our obligations are aligned with our indemnification obligations and limited to the specified insurance limits we have agreed to provide. Our blanket additional insured endorsements automatically cover any entity we are required by written contract to cover as an additional insured without the necessity of expressly naming that party. We respectfully request that the City revise Section 8(a) as follows to reflect that standard: • On line 7, replace the word "name" with "include". • On line 9, insert the following after the reference to "additional Insured(s)": o "...to the extent of the Consultant's indemnification obligations under Section 9 below and up to the required insurance coverage amount." Our company stands behind our janitorial services and regularly accepts the obligation to indemnify clients for the comparative portion of any losses, costs or damages that are caused by the negligent acts or omissions of our personnel in the performance of janitorial services under client agreements. Our standard business terms also include a disclaimer of consequential damages. We respectfully request that the City revise Section 9 as follows to reflect that standard: • On line 6, replace the phrase "arising out of, relating to or pertaining to" with the phrase "to the extent caused by". • On line 10, replace the phrase "arising from the sole' with the phrase "to the extent caused by the". • Insert the following as the last sentence: o "Anything to the contrary notwithstanding, under no circumstances will Consultant be liable to any indemnified party for consequential, incidental, indirect or punitive damages, or for lost profits." We respectfully request that the City revise Section 15 to give the Consultant the reciprocal right to terminate the Agreement for convenience on ninety (90) days' prior written notice. We respectfully request that the City revise the Agreement to add a standard, mutually beneficial force majeure provision. ALLIED UNIVERSAL JANITORIAL SERVICES _ 25113-39 e� Page 7