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<br />caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant
<br />shall require all subcontractors to agree in writing that City is granted a non-exclusive and
<br />perpetual license for any Documents & Data the subcontractors prepares under this Agreement.
<br />Consultant represents and warrants that Consultant has the legal right to license any and all
<br />Documents & Data. Consultant makes no such representation and warranty in regard to
<br />Documents & Data which were provided to Consultant by the City. City shall not be limited in
<br />any way in its use of the Documents and Data at any time, provided that any such use not within
<br />the purposes intended by this Agreement shall be at City’s sole risk.
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<br />7. INSURANCE
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<br /> Consultant shall procure and maintain for the duration of the contract insurance against
<br />claims for security breaches, system failures, injuries to persons, damages to software, and
<br />damages to property (including computer equipment), theft, or other misuse of City’s data,
<br />infringement of intellectual property, invasion of privacy and breach of data, which may arise from
<br />or in connection with the performance of the work hereunder by Consultant, its agents,
<br />representatives, or employees.
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<br /> Minimum Scope and Limit of Insurance. Coverage shall be at least as broad as:
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<br />• Technology Professional Liability Errors and Omissions Insurance (E&O):
<br />appropriate to the Consultant’s profession and work hereunder, with limits not less than
<br />$2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad
<br />to respond to the duties and obligations as is undertaken by the Consultant in this agreement
<br />and shall include, but not be limited to, claims involving business interruption, damage to
<br />or destruction of electronic information, and alteration of electronic information. The
<br />policy shall provide coverage for Consultant’s failure to provide professional services
<br />and/or products under this Agreement. The Policy shall include, or be endorsed to include,
<br />damage to, alteration of, loss of, or destruction of electronic data and/or information
<br />“property” of City in the care, custody, or control of Consultant.
<br />• Workers’ Compensation as required by the State of California, with statutory
<br />limits, and Employer’s Liability insurance with limits of no less than $1,000,000 per
<br />accident, policy, employee, for bodily injury or disease. If Consultant maintains broader
<br />coverage and/or higher limits than the minimums shown above for any line of coverage,
<br />City requires and shall be entitled to the broader coverage and/or the higher limits
<br />maintained by Consultant. Any available insurance proceeds in excess of the specified
<br />minimum limits of insurance and coverage shall be available to City.
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<br />Other Insurance Provisions. The above required insurance policies are to contain or be
<br />endorsed to contain the following provisions:
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<br />• City of Santa Ana, its City Council, its officers, officials, employees, agents, and
<br />volunteers are to be added as additional insureds, under Consultant’s E&O policy, with
<br />respect to any liability arising out of work or operations performed by or on behalf of the
<br />Consultant including materials, parts, equipment, and personnel furnished in connection
<br />with such work or operations.
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