HomeMy Public PortalAboutPolicy Resolution-11 R2009-021RESOLUTION R2009 21
POLICY RESOLUTION NO. 11
POLICY RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF NAPA, STATE OF CALIFORNIA, REGARDING
CITY REQUIREMENTS FOR CONTRACTUAL
INDEMNIFICATION
WHEREAS, in order to minimize the City's exposure to liability related to services
perFormed by contractors performing under contract with the City, the City established
Policy Resolution No. 11 on December 2, 2003 (hereinafter the "2003 Policy
Resolution"), by which the City established its general policy of requiring broad
indemnification language in all service agreements; and
WHEREAS, on February 3, 2009, the City Council updated Napa Municipal Code
Chapter 2.91, generally updating City procedures for contracting; and
WHEREAS, in order to make the provisions of Policy Resolution No. 11
consistent with the provisions of the updated Napa Municipal Code Chapter 2.91, the
City has identified certain procedures set forth in Policy Resolution No. 11 that warrant
updating.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Napa,
as follows:
1. Adoption and General Provisions.
1.1.The City Council hereby approves the updated Policy Resolution No. 11
(hereinafter referred to as "Policy Resolution No. 11" or "this Resolution"), as set
forth herein.
1.2. The 2003 Policy Resolution is hereby repealed.
1.3.The City Manager, in consultation with the City Attorney, will establish
administrative regulations and standard form City contracts, consistent with
Napa Municipal Code Section 2.91.030, which incorporate and implement the
requirements of this Resolution.
1.4.The terms used in this Resolution shall be as defined by Napa Municipal Code
Chapter 2.91, and as defined by administrative regulations (established pursuant
to Napa Municipal Code Section 2.91.030), except as othervvise provided by this
Resolution.
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2. Citv PolicY to Incorporate Broad Indemnification Provisions in Citv Contracts.
2.1.The City Council directs the City Manager and the City Attorney to include broad
indemnification language in all City contracts, except as otherwise provided by
law, or except as othervvise provided by this Resolution. Broad indemnification
clauses shall be written in a manner to broadly require the contractor to
indemnify the City to the full extent permitted by law from any claims or liabilities
arising from the contractor's actions or inactions under the contract.
2.2. The City Manager and City Attorney are authorized to include, as a part of the
administrative regulations and standard form City contracts, an identification of
the categories of City contracts for which the contractor's indemnification
obligation may be limited to those claims or liabilities arising from the
contractor's negligent or willful acts or omissions. These categories of City
contracts will include those which are determined to be either: (a) limitations
imposed by law, or (b) contracts with a low risk and limited likelihood of City
exposure to liabiliry. The types of contracts in these categories generally include:
consulting services for conceptual analyses (such as planning for land use,
design guidelines, traffic, parking, parks, trails, or fee studies); consulting
services involving ministerial implementation of City policies (such as services
typically pertormed by city staf�; and purchases of property with nominal
ongoing maintenance services.
2.3.The City Manager is authorized to include in the administrative regulations
procedures by which a Project Manager may recommend a modification to the
City's standard indemnification requirements. Any such modification to the City's
standard indemnification requirements shall be subject to approval by the
Department Manager, after consultation with the City Attorney, based on a
determination that the value of the particular contract (with a limited
indemnification clause) outweighs the risks to the City, after taking into
consideration: (a) the likelihood and severity of potential City liability, (b) the
City's knowledge of or experience with the proposed contractor, (c) contract
management practices to be implemented by the City to mitigate potential
liability, and (d) the availability of competitive alternative contractors.
3. This Resolution shall take effect immediately.
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the City
Council of the City of Napa at a public meeting of said City Council held on the 3ro day
of February, 2009, by the following vote:
AYES: Techel, Inman, Mott, van Gorder
NOES: None
ABSENT: Krider
ABSTAIN: None
ATTEST: � �� � � �-e'k.,
CITY CLERK OF THE CITY OF NAPA
Appr e s t form:
Michael W. Barrett
City Attomey
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