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EXHIBIT 1
<br />The following requirements apply to the insurance to be provided by Developer pursuant to this section:
<br />a. Commercial general liability and business automobile insurance policies shall (a) name the City,
<br />Authority, its officers, employees, agents, volunteers and representatives as additional
<br />insured(s); (b) be primary and not contributory with respect to insurance or self-insurance
<br />programs maintained by the City and Authority; and (c) contain standard separation of insureds
<br />provisions. A sample additional insured endorsement is attached hereto as Exhibit C. Developer
<br />shall maintain all insurance required above in full force and effect for the entire period covered
<br />by this Agreement.
<br />b. Certificates of insurance shall be furnished to the City and Authority upon execution of this
<br />Contract and shall be approved in form by the City Attorney.
<br />c. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage
<br />or changed in any other material aspect without thirty (30) days prior written notice to the City
<br />and Authority.
<br />If Developer fails or refuses to produce or maintain the insurance required by this section or fails or
<br />refuses to furnish the City and the Authority with required proof that insurance has been procured and is
<br />in force and paid for, the City and Authority shall have the right, at the City's/Authority's election, to
<br />forthwith terminate the Contract. Such termination shall not affect Developer's right to be paid for its time
<br />and materials expended prior to notification of termination. Developer waives the right to receive
<br />compensation and agrees to indemnify the City and the Authority for any work performed prior to approval
<br />of insurance by the City and Authority.
<br />ii. HOLD HARMLESS/ INDEMNIFICATION
<br />To the fullest extent permitted by law, Developer shall indemnify, defend and hold harmless City,
<br />Authority, its officers, agents and employees (collectively, the "Indemnified Parties") from and against any
<br />and all claims (including, without limitation, claims for bodily injury, death or damage to property),
<br />demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br />liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court
<br />costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise
<br />from or in any manner relate (directly or indirectly) to any work performed or services provided under this
<br />Contract (including, without limitation, defects in workmanship and/or materials) or Developer's presence
<br />or activities conducted performing the work (including the negligent and/or willful acts, errors and/or
<br />omissions of Developer, its principals, officers, agents, employees, vendors, suppliers, contractors,
<br />subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be
<br />liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require
<br />Developer to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful
<br />misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any
<br />award of attorney's fees in any action on or to enforce the terms of the Agreement. This indemnity shall
<br />apply to all claims and liability regardless of whether any insurance policies are applicable. The policy
<br />limits do not act as a limitation upon the amount of indemnification to be provided by the Developer.
<br />iii. NOTICE
<br />City of Santa Ana Community Development Agency
<br />Request for Proposals for Affordable Homeownership Opportunities
<br />Page 20
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