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TO SUBRECIPIENT: America On Track
<br />600 W. Santa Ana Blvd., Suite 710
<br />Santa Ana, CA 92701
<br />VHI. ASSIGNABILITY
<br />None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be
<br />subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY.
<br />SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY.
<br />No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to
<br />this Agreement.
<br />IX. HOLD HARMLESS
<br />SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents,
<br />representatives and volunteers from and against any and all damages to or for loss of use of property and for
<br />injuries to or death of any person or persons, including property and employees or agents of CITY, and shall
<br />defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers
<br />from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including,
<br />but not by way of limitation, workers compensation claims and including attorney fees and reasonable
<br />expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or
<br />omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising
<br />out of SUBRECIPIENT's performance of this Agreement.
<br />X. INSURANCE
<br />1. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep in force
<br />during the term of this Agreement a policy of comprehensive commercial public liability insurance
<br />insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of
<br />or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million
<br />Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or
<br />occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at
<br />least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and
<br />volunteers, additional insured; and state that such coverage is primary to any other coverage or self-
<br />insurance and CITY. Governmental entities may provide proof of self-insurance.
<br />(a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents,
<br />representatives, employees and volunteers as additional insured's; (2) be primary with respect to
<br />insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of
<br />insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted
<br />arising out of SUBREC PIENT's operations hereunder.
<br />(b) SUBRECIPIENT shall: (1) prior to exercising any right under this
<br />Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the
<br />CITY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not
<br />be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such
<br />insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring
<br />prior to the expiration of this Agreement
<br />2. Automobile Liability Coverage. SUBRECIPIENT shall also obtain and maintain, during
<br />the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit
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