Item 14 - Legal Services Agreement with Best Best & Krieger LLP

Home Browse Search

09960.00000\42067547.1 5 Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City. Verification of Coverage. Bond Counsel shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Bond Counsel’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 9. INDEMNIFICATION Bond Counsel agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, and representatives from liability for personal injury, damages, restitution, judicial or equitable relief to the extent caused by Bond Counsel’s negligent or wrongful performance or conduct related to this Agreement. 10. CONFIDENTIALITY All information and documents shared with Bond Counsel as well as all work performed by Bond Counsel in connection with this Agreement should be treated as strictly confidential. Moreover, all communications between Bond Counsel and City shall be treated as protected by the attorney-client privilege and the attorney work product doctrine. Accordingly, information received by Bond Counsel from City should be kept in a secure place, and no information about this work may be disclosed to any third party without City’s prior written approval. Bond Counsel shall provide materials directly to the City Attorney’s Office or to the Finance and Management Services Agency. All such information and any written product in connection with Bond Counsel’s retention under this Agreement, shall be marked as “PRIVILEGED AND CONFIDENTIAL / ATTORNEY-WORK PRODUCT” and shall be the property of the City, and shall be returned/provided to the City with all copies upon the request of the City. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Bond Counsel, disclosed in a publicly available source; (c) is in rightful possession of the Bond Counsel without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Bond Counsel without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Bond Counsel covenants that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. Bond Counsel represents many of the underwriting firms active in the issuance of Bonds of participation and other municipal financings. The City hereby provides its informed written consent to Bond Counsel’s representation of such underwriting firms on matters unrelated to the Bonds, provided that, before Bond Counsel