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(9)
<br />CITY OF SANTA ANA
<br />2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after
<br />completion of the contract of work.
<br />3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a
<br />Retroactive Date prior to the contract effective date, the Auditor must purchase "extended reporting"
<br />coverage for a minimum of five (5) years after completion of work.
<br />Verification of Coverage
<br />Auditor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable
<br />policy language effecting coverage required by this clause. All certificates and endorsements are to be received
<br />and approved by the City before work commences. However, failure to obtain the required documents prior to the
<br />work beginning shall not waive the Auditor's obligation to provide them. The City reserves the right to require
<br />complete, certified copies of all required insurance policies, including endorsements required by these
<br />specifications, at any time.
<br />Special Risks or Circumstances
<br />City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior
<br />experience, insurer, coverage, or other special circumstances.
<br />8. INDEMNIFICATION
<br />Auditor agrees to defend, and shall indemnify and hold harmless the City, and its officers and employees
<br />from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out
<br />of claims for personal injury, including death, and claims for property damage, which may arise from the negligent
<br />operations of the Auditor, its subcontractors, agents, employees, or other persons acting on its behalf which relates
<br />to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of any breach of the terms of this Agreement.
<br />This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the negligent acts referred to in
<br />this Section or by reason of the breach of the terms of this Agreement. The Auditor further agrees to indemnify,
<br />hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br />selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property
<br />rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent
<br />Auditor's services are subject to Civil Code Section 2782.8, the above indemnity and defense obligation shall be
<br />limited to the extent provided by Civil Code Section 2782.8, and to claims that arise out of, pertain to, or relate to
<br />the negligence, recklessness, or willful misconduct of the Auditor.
<br />9. CONFIDENTIALITY
<br />All information gained by Auditor in performance of this Agreement shall be considered confidential and
<br />shall not be released by Auditor without City's prior written authorization excepting that information which is a public
<br />record and subject to disclosure pursuant to the California Public Records Act, government Code Section 6250 et
<br />seq. Auditor, its officers, employees, agents, or subcontractors, shall 'not voluntarily provide declarations, letters of
<br />support, testimony at depositions, response to interrogatories or other information concerning the project or
<br />cooperate in any way with a party who may be adverse to City or whom Auditor reasonably should know may be
<br />adverse in any subsequent litigation. Auditor shall incur no liability under this Agreement for materials submitted
<br />by it, which are later released by City, its officers, employees, or agents. Auditor shall also incur no liability for
<br />statements made by it at any public meeting, or for any document released by it for which prior written City
<br />authorization was obtained.
<br />If Auditor or any of its officers, employees, consultants, or subcontractors does voluntarily provide
<br />information in violation of this Agreement, City has the right to reimbursement and indemnity from Auditor for any
<br />damages caused by Auditor's conduct -- including attorney's fees.
<br />City of Santa Ana RFP No. 24-009 Page 27 of 37
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