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1. The Retroactive Date must be shown, and must be before the date of the contract or the
<br />beginning of contract work.
<br />2. Insurance must be maintained and evidence of insurance must be provided for at least five
<br />(5) years after completion of the contract of work.
<br />3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy
<br />form with a Retroactive Date prior to the contract effective date, the Auditor must
<br />purchase "extended reporting" coverage for a minimum of five (5) years after completion
<br />of work.
<br />Verification of Coverage
<br />Auditor shall furnish the City with original certificates and amendatory endorsements or copies of
<br />the applicable policy language effecting coverage required by this clause. All certificates and
<br />endorsements are to be received and approved by the City before work commences. However,
<br />failure to obtain the required documents prior to the work beginning shall not waive the Auditor's
<br />obligation to provide them. The City reserves the right to require complete, certified copies of all
<br />required insurance policies, including endorsements required by these 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
<br />risk, prior 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,
<br />agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
<br />personal injury, including death, and claims for property damage, which may arise from the
<br />negligent operations of the Auditor, its subcontractors, agents, employees, or other persons acting
<br />on its behalf which relates to the services described in section I of this Agreement; and (2) from
<br />any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />is due by reason of any breach of the terms of this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable
<br />relief suffered, or alleged to have been suffered, by reason of the negligent acts referred to in this
<br />Section or by reason of the breach of the terms of this Agreement. The Auditor further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs
<br />for special counsel to be selected by the City, regarding any action by a third party challenging the
<br />validity of this Agreement, or asserting that personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief due to personal or property rights arises by reason of the
<br />terms of, or effects arising from this Agreement. City may make all reasonable decisions with
<br />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
<br />obligation shall be limited to the extent provided by Civil Code Section 2782.8, and to claims that
<br />arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
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